“Sale of agency or portfolio”, Me Caroline Dubuis Talayrach, lawyer

When a transaction or management professional sells his business, how do you find a buyer?

Having a buyer certainly supposes finding him, but also that he signs the final deed of sale.

1. Finding the buyer

To effectively search for a buyer, you must successively determine what you are selling, know the market and its players.

  • Determine what you are selling

You can’t imagine the number of people who come to see me saying: “I’m selling (or buying) X euros a cabinet”. I answer: “Very well, but what are you selling? Your goodwill or the securities of your company? And there, surprise: customers can’t always answer me. Yet the difference is significant, financially, fiscally and legally.

In the event of transfer of goodwill, it is the company which transfers an asset (the goodwill) made up of a clientele, the sign (if it belongs to you), the right to the lease and the website. The seller will have to pay the liability with the sale price. On the other hand, in the event of transfer by the partners of their shares or shares, the whole company is transferred: that is to say the assets and the liabilities. The sale price is generally set during the compromise at a provisional price, the final price being determined on the basis of a situation in the form of a balance sheet on the date of the sale. The sale of securities is traditionally accompanied by a guarantee of assets and liabilities. They are therefore separate operations with different consequences. Each solution has advantages and disadvantages.

Before any transfer project, contact a chartered accountant and then a lawyer. Indeed, in addition to tax aspects, aspects
legal issues related in particular to your regulated activity may impact the sale price. The management of the operation deadlines and the coordination of the various parties must also be known to the seller. A lawyer will assist you in compiling the sales file, which will allow:

  • to legally audit the elements to be transferred (origin of ownership, contracts);
  • to usefully inform the purchaser;
  • quickly sign a compromise.

The constitution of this file and the audit require time and sometimes research. This is the reason why this file must be compiled before the sale. Otherwise, this will delay the signing of the deeds and worry your buyer. Some buyers will not even study the file without a certain amount of information and documents. Now you know what you are selling. But at what price to sell it and what is the market?

The market for agency and portfolio disposals differs according to the activities carried out (transaction, rental, management, syndic) and geographical location. If you are a member of a professional union, you may be able to gather information on the latest transfers in your sector.

Consultation of business transfer portals is also an indicator of the number of properties competing with yours and the prices requested. To do this, you can consult the following sites (non-exhaustive list): Cession PME, Fusac, Transentreprise, Place des commerces, Se loger Offices and shops, BPI France. Note that the BPI France portal also aggregates announcements from other portals. Social networks can also be a source of information.

However, this information remains indicative and professionals specializing in the sale of agencies or portfolios have more precise information. Who are they ?

  • The different market players

We can mainly distinguish three types of intermediaries:

  • independent real estate agencies specializing in the sale of agencies and portfolios;
  • the real estate agencies of the real estate agency franchise networks;
  • lawyers having an activity of agent in transfer of companies.

Little known to the general public, lawyers can carry out an activity as agent in real estate and/or in the transfer of businesses. Some only intervene in a specific sector of activity. They must declare this activity to the council of the order on which they depend and remain subject to the strict code of ethics of their profession. They can only represent the interests of their client. The corporate transfer lawyer will be your single point of contact throughout the sale process: constitution of the file, estimate, search for buyers, assistance in drafting the deeds, management of the receivership and completion of the legal formalities after the sale. .

Finally, confidentiality is an essential element of an assignment; using an intermediary makes it possible to limit the disclosure of confidential information, including the identity of the seller, to the selected prospective buyers. As a seller, you can ask the intermediaries you contact how they manage the confidentiality of the information exchanged at each stage of the transaction. When a confidentiality agreement is signed, you can request its communication.

If the search for a buyer is inherent in any transfer, the second phase, which is just as essential, should not be underestimated: the drafting and signing of the deeds.

Drafting and signing of deeds

Very often, the time taken to draft deeds (compromise and final deed) is underestimated. The seller and/or the buyer may have the impression that all the assignment work is done when they have found their co-contractor. In reality, at this stage, a new phase in the transfer process begins: that of the drafting of deeds and the search for financing. This phase requires the intervention and coordination of several professionals: lawyers (and/or notaries) drafters of deeds, chartered accountants, banks.

Each professional must carry out the due diligence which is his own. At the same time, the responsiveness of stakeholders is important. So help copywriters get to work quickly by building a comprehensive sales case for them.

Finally, it is not uncommon for the drafting of the compromise to reveal points of disagreement that were not dealt with during the negotiation. It will then be necessary to settle them before the signing of the compromise. In addition to these deadlines, legal deadlines and bank deadlines will be added. The sales process is a complex operation that requires time and at least the support of your accountant and a lawyer.

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