Are you planning to sell your company (shares, securities or goodwill)? Selling a company is a complex operation, with significant legal, tax and asset consequences. Calling on the services of a business transfer lawyer will enable you to frame each stage with rigor, with complete peace of mind.
Our firm supports managers in all aspects of their transfer: strategy, negotiation, taxation, drafting of deeds and guarantees. More than a technician, we are a partner in your transfer.
Why use a lawyer to sell your business?
A poorly prepared sale can have far-reaching consequences: tax risks, post-sale disputes, poor valuation, excessive guarantees. From the very first discussions with a buyer, a business law attorney can help you secure the sale from a legal and tax standpoint.
Our legal support in divestitures enables :
- Protect your interests right from the letter of intent,
- Avoid errors in price structuring or set-up,
- Optimizing the tax on disposal,
- Draft solid deeds: transfer protocol, asset and liability guarantee clauses, confidentiality undertakings, etc.
Key stages in a successful sale
Negotiation and letter of intent
We help you analyze the offers received, formulate or respond to a letter of intent, and frame the negotiation strategically, anticipating the sensitive points of the future contract.
Legal and tax audit
An audit enables you to detect risks before they are raised by the buyer: capital structure, current contracts, key employees, latent liabilities… This preparatory work puts you in a strong position during discussions.
Drafting the sale agreement
The transfer protocol is the central document of the sale: price, transfer terms, representations and warranties, conditions precedent, deadlines, support. Our lawyers ensure that each clause is clear and legally sound.
Registration, warranties and closing
We take care of signing and registering the deeds, and implementing the asset and liability guarantees. Our firm will assist you until the funds are released and the company is effectively handed over.
Risks to be avoided in a poorly managed sale
Being unaccompanied exposes you to several major risks:
- A transfer requalified by the tax authorities,
- A poorly calibrated passive asset guarantee that backfires,
- Incomplete or questionable deeds of transfer,
- Extended liability after the sale,
- Poor management of deadlines, clauses or authorizations.
Securing a transfer with an experienced lawyer spares you these pitfalls.
What our firm can do for you
We support the managers of SMEs, VSEs, holding companies or family groups in :
- The transfer of securities or shares,
- The sale of businesses,
- Intra-family transfers or business transfers to employees,
- Company takeover projects, when a business owner sells to a third party or competitor.
We can be involved from the very outset, or at any point in the process, in conjunction with your other advisors (chartered accountants, notaries, tax specialists, etc.).
See also our dedicated pages:
→ Transfer agreement
→ Business transfer agreement
→ Family business transfer
→ Business acquisition lawyer
Frequently asked questions about selling a business
What’s the difference between a sale of shares and a sale of goodwill?
The assignment of shares (stocks or shares) transfers the business as is, with its assets and liabilities. The transfer of a business concerns only the commercial activity (clientele, equipment, lease, etc.) but not the legal structure. The tax and legal implications are very different.
What are the risks of a poorly managed sale?
Disputes with the buyer, unforeseen tax issues, disputed contracts, loss of essential assets or prolonged liabilities. A legal accompaniment in divestiture is essential to avoid these costly mistakes.
What’s in a sales agreement?
The protocole de cession contains the conditions of sale (price, payment terms), guarantees given by the seller, conditions precedent (audit, obtaining financing), and post-sale obligations. This is an essential contract, never to be signed without advice.
How long does it take to sell a business?
A simple sale can take 3 to 6 months. For more complex operations (due diligence, partnership agreements, regulatory approval), it can take up to a year. Anticipation remains the key.
Who should draw up the deeds of transfer?
Each party can have the deeds drawn up by their own counsel. It is highly recommended to entrust this mission to a lawyer specialized in business law, to protect your interests at every line of the contract.
Contact a business lawyer
Are you looking for a lawyer to sell your business?
Set up an appointment to secure your transfer project.
Our firm will support you with rigor and commitment.
- Entrust the drafting of your deeds to an experienced lawyer
- Contact our firm to frame your transfer