FRELA assists you in real estate law for business acquisitions. We conduct a legal audit of your targets, including commercial premises and business assets.
Are you planning to acquire a business, commercial premises, or a business entity?
The legal audit of your target is a crucial element in your decision-making process.
Our attorneys guide you to optimize and secure your acquisitions. First, we listen to understand your project and needs. Based on this information, we conduct a legal audit of your target, with a primary focus on addressing your specific requirements.
Why do you need a legal audit when purchasing businesses, commercial premises, or business entities?
When purchasing a business in France, it is essential to conduct a legal audit to ensure a smooth transaction. The audit helps identify any potential legal issues that may arise during the purchase, such as disputes over property titles or problems related to the property itself. Therefore, conducting an audit before proceeding with any purchase of a business entity or commercial premises in France is essential.
In France, a legal audit is crucial before acquiring businesses, commercial premises, or business entities.
Performing a legal audit before acquiring a business is essential to ensure a smooth and compliant acquisition process. The objective of the audit is to verify the documentation of the property, identify any anomalies or non-compliance with current regulations, and provide an objective assessment. The audit also includes collecting all necessary documents for the transaction, such as urban planning certificates and property titles. When conducting the audit, our attorneys can perform additional verifications, which include validating the information provided by the seller.
The objective of the audit:
The main objective of the audit is to ensure legal compliance and protect the interests of both the buyer and the seller. The benefits and obligations of each party involved in the agreement must be clearly and specifically documented, explained, and recognized. The audit is a crucial step to ensure that the transaction is carried out in compliance with applicable laws. It also allows the buyer to become aware of any risks associated with the purchase of the real estate, such as lien or security issues.
Drafting the audit report:
The audit report is typically prepared in the form of a written report. It usually includes descriptive information and clauses, such as a description of the property, purchase price, date of purchase, delivery terms, and other relevant information to ensure compliance with French laws.
We verify, among other things:
- Seller’s capacity and authority to transfer the business entity: It is crucial to verify that the seller has the legal capacity and authority to sell the business entity. This involves checking aspects such as guardianship, management restrictions, marital regimes, restrictions related to certain activities, minority, mental incapacity, and the executive’s powers for the transfer of the business entity.
- Absence of insolvency proceedings against the seller: It is important to ensure that the seller is not involved in any insolvency proceedings that could affect the sale of the business entity. This can be verified by obtaining an excerpt from the French Trade and Companies Register (Kbis) or a certificate stating the absence of insolvency proceedings, or by checking the official publication (BODACC).
- Absence of significant encumbrances on the business entity: It is necessary to verify that there are no significant encumbrances on the business entity, which can be done by obtaining a debt statement from the commercial court registry.
In addition, the buyer should be aware of the regulations applicable to the business activity, as certain activities may require special authorizations. The buyer must also consider the structure they wish to adopt for the operation of their business.
Lastly, the buyer should be aware that the transfer of the business entity may take some time due to various factors, such as the Hamon Law delay, the pre-emptive right of the municipality, the lessor’s right of first refusal included in the lease, and prior authorization.
Special attention should also be given to the following elements: the commercial lease, employees, tangible and intangible assets being transferred, and the accounting records. Each category has several points of attention that should be verified by the buyer
Our legal audit methodology to guide buyers in their evaluations
We assist you in implementing a legal due diligence for your commercial property and business acquisitions. First, we will create a list of strengths and weaknesses identified through the internal and external analysis of your target.
- Analysis of legal issues in the file
- Verification of pre-emption rights
- Clearance of appeal periods
- Analysis of environmental situation and soil pollution
- Verification of building permits
- Local regulations
- Existing commercial lease
- Prior declarations
We will provide you with advice to legally secure and optimize the tax aspects of your business acquisition.
An experienced and recognized team
FRELA’s real estate transactional attorneys leverage their technical expertise, drafting skills, and extensive experience to provide the best service.
Our membership in the Paris Bar allows us to benefit from the services of the Bar Association’s escrow agent for effective handling of oppositions and formalities in the context of business transfer operations.
Specific expertise for international business transfers
FRELA’s cross-disciplinary expertise, combined with the collaboration between tax attorneys and corporate attorneys, as well as the bilingual capability of our teams, are crucial assets for assisting foreign clients seeking to secure their activities in France.
We have successfully completed several international business transfers.
Contact us and present your project for the acquisition or divestment of real estate or businesses.