In addition to the main contract, a supplementary document is often crucial to any business sale: the preliminary sales agreement (compromis de cession ), also known as the promise to sell. This preliminary contract defines the conditions of the sale, sets out the parties’ commitments, and anticipates risks before the final deed is signed.
Ourbusiness law firm can help you draft, structure and negotiate this contract, to ensure a secure, smooth transfer in line with your strategic interests.
What is a sales agreement?
The sale agreement is a pre-contractual agreement between the seller and the buyer, prior to the final deed of sale. In particular, it defines :
- Conditions precedent to completion,
- Confidentiality commitments,
- Post-recession obligations,
- Asset and liability warranties,
- And the legal and financial timetable for the operation.
It does not replace the final act, but complements it by securing the transition phase.
When is it useful to sign a compromise agreement for a trade-in?
Compromise is recommended in several cases:
- You sell to an external buyer or an investment fund,
- The operation includes conditions to be met before sale (audit, financing, authorization, etc.),
- You want to freeze specific post-sale guarantees or other conditions relating to the transaction,
- You want to organize after-sales support.
In these situations, the compromise avoids misunderstandings and reduces legal risks. It can also make the sale conditional on the achievement of key milestones.
Key clauses to include in a sales agreement
Conditions precedent
They are essential, as they make the finalization of the sale conditional on certain events (obtaining financing, the required authorizations, a satisfactory audit, lease validation, etc.).
Asset liability guarantee clause
This post-sale guarantee protects the buyer against the disclosure of undeclared debts or liabilities. It can be customized in the agreement (ceiling, duration, terms and conditions).
Post-sale commitments (non-competition, support, etc.)
The seller may undertake not to compete with the business being sold, or to support the buyer for a given period. These clauses must be clear, balanced and legally enforceable.
The lawyer’s role in drafting the compromise
In addition to drafting the deeds, the lawyer will advise you strategically:
- on the most appropriate form for the operation and the acts (protocol, clause incorporated into the contract, separate agreement),
- on the precise wording of the clauses,
- on the fiscal, social and economic consequences of commitments,
- on how to carry out the operation.
It also anticipates potential litigation, ensuring that the contract is legally robust and in line with your business objectives.
Customized legal support
We support sellers and buyers in structuring their sale from start to finish. Our services include :
- tailor-made drafting of the business sale agreement, as well as all the deeds involved in a sale operation, in particular the final deed of sale,
- analysis of suspensive conditions,
- negotiating warranties,
- harmonizing the compromise with the deed of sale.
Our aim: to secure the sale of a business down to the last detail.
See also our related pages:
→ Business transfer agreement
→ Business transfer lawyer
→ Business takeover lawyer
→ Family business transfer
Frequently asked questions about the sale agreement
What’s the difference between a sales contract and a sales agreement?
The sale contract legally formalizes the transfer of shares or assets. The
Is it compulsory to draw up a sales agreement?
No, but it is highly recommended when the sale involves the fulfillment of essential preconditions. It provides legal certainty for the sale.
What are the most important clauses?
Clauses relating to conditions precedent, asset and liability warranties, non-competition and confidentiality undertakings, as well as the timetable for the transaction. Each clause must be adapted to the context of the sale.
Does the compromise protect both parties?
Yes, it can be drafted in a balanced way to secure the interests of both seller and buyer. It prevents disputes and clarifies mutual expectations.
Contact our firm to frame your operation
Are you in the process of selling or taking over a business?
Frame your sale with a tailor-made compromise.
- Contact a lawyer to secure your contractual clauses
- Get a clear, balanced and legally sound compromise