Selling or buying a company is often the deal of a lifetime. Behind the headline price lie considerable risks: an overlooked tax or employment liability, an overvalued customer base, a poorly transferred lease, a badly drafted warranty leaving the buyer without recourse. The value of a transfer lies as much in the documents as in the figure.
Maître Léa Scemama assists sellers and buyers at every stage of the transfer of shares, stock or business in Paris, from the letter of intent to final signing, including due diligence and the negotiation of warranties.
Transfer of shares or of the business?
The first, often decisive, question is what is being sold. Transferring the shares means passing on the company with all its assets but also its liabilities, including hidden risks. Transferring the business means passing on only the operating assets, leaving the liabilities with the seller. Each route has its advantages, constraints and its own tax treatment.
The firm helps you choose the deal structure best suited to your asset and tax objectives, and to measure all its consequences before committing.
Due diligence and upstream security
Before any signing, the legal audit allows the buyer to know what they are actually acquiring: regularity of meetings and corporate life, validity of key contracts (lease, commercial contracts, financing), employment and tax situation, existence of pending disputes or security over assets. This audit shapes the price, the negotiation and the warranty.
The firm also structures the pre-contractual phase: letter of intent, confidentiality agreement, memorandum of understanding and conditions precedent (obtaining financing, authorisations, approvals).
The warranty of assets and liabilities: the decisive clause
In a share transfer, the warranty of assets and liabilities is the buyer's central protection. It requires the seller to compensate the buyer if a liability originating before the sale emerges afterwards, or if an asset proves overvalued. Its scope, caps, duration and the financial guarantees attached to it (escrow, bank guarantee) are negotiated hard.
A poorly drafted warranty can prove ineffective when the buyer needs it most. The firm defends your interests, whether you are the seller (limiting your exposure) or the buyer (obtaining real and actionable cover).
Formalities, approval and tax
The transfer follows precise formalities whose breach can weaken it: approval procedure in SARLs and companies whose articles require it, prior information of employees in the businesses concerned, registration of the deed and payment of duties, publicity formalities for business transfers.
Finally, tax is decisive: registration duties, taxation of the seller's capital gain, exemption or deferral schemes. The firm coordinates these aspects, where appropriate with your accountant, to optimise the deal within a secure framework.
Transfer litigation
After the sale, disputes most often concern the enforcement of the warranty, the discovery of defects in consent (fraud, fraudulent concealment of the company's real state), challenges to the price or breach of the seller's non-competition undertakings. The firm brings or defends such claims before the Commercial Court.
Why a lawyer for your transfer?
A successful transfer is prepared well before signing. The lawyer secures the deal end to end and connects it with the existing shareholders' agreement and, often, with the transfer of the commercial contracts and the commercial lease attached to the business.
Frequently asked questions
What is the difference between a share transfer and a business transfer?
A transfer of shares passes on the company itself, including all its liabilities. A business transfer only passes on the operating assets (goodwill, lease, equipment), without the company liabilities. The choice has major legal and tax consequences.
What is a warranty of assets and liabilities?
It is a clause by which the seller undertakes to compensate the buyer if a liability originating before the sale comes to light afterwards (tax reassessment, employment dispute, hidden debt). It is the essential protection for the buyer of a company.
Is approval required to transfer shares?
In an SARL, the transfer of shares to a third party is subject to the partners approval by the legal majority. In an SAS or SA, approval depends on the articles and the agreement. Failure to follow the approval procedure may void the transfer.
What registration duties apply to a transfer?
The transfer of SARL shares is subject to a 3% registration duty after allowance, that of SAS/SA shares to 0.1%, and the transfer of shares in property-dominant companies to 5%. This difference in tax treatment often influences the choice of structure and deal.