Drafting and signing the definitive deed of assignment (takeover of company)
Verified 01 January 2024 - Legal and Administrative Information Directorate (Prime Minister)
Document drawn up by a competent public officer, such as a notary, a commissioner of justice (formerly a bailiff and a judicial auctioneer), a registrar, drawn up in accordance with the formalities required by law and whose content may have the same value as a judicial decision
An act drawn up and signed by private individuals without the presence of a notary (for example, a contract)
A contract by which the debtor assigns property of which he is the owner as security for the settlement of his debt, without being dispossessed of it.
A person designated by law or convention to ensure the preservation of property or money for the purpose of guaranteeing its incidental payment or restitution
Person to whom money or the provision of a benefit is owed
Document drawn up and signed between the parties without the intervention of a public officer (e.g. notary).
Act drawn up and signed in the presence of a notary in his public authority function.
Flat-rate or proportional reduction applied on the basis of a tax calculation (income, value of property, etc.)
Property that cannot be moved (e.g. land or apartment) or an object that is an integral part of it (e.g. land fence)
The act of assignment constitutes the final act of the recovery process. He will definitely commit you with the transferor. This document shall be subject to conditions of signature and publication. These formalities vary depending on whether you take over a business, a company's shares or shares.
What applies to you ?
You're taking over a business
The drawing up of an act of assignment shall be obligatory.
The deed of transfer of the goodwill shall state the following:
- Intangible and tangible assets of the fund taken over : customer, brand, trade name, right to lease, patent, equipment, tools, stock, etc.
- Identity of the parties : full name, date and place of birth, address of domicile
- Date and nature of the act : authentic instrument or private act
- Sale price and payment terms
- Origin of trade taken over : identity of the predecessor, date on which the fund was acquired by the transferor and at what price
- Turnover and operating income : over the last 3 financial years prior to the transfer of the fund
- Statement of pledges encumbered on the fund : these are pledges that were granted to the fund's creditors within 10 years prior to the date of the sale. If the fund is not pledged, the instrument must also state that fact.
- Terms of the commercial lease : date and duration of the lease, amount of rent, conditions for renewal, identity and address of the lessor
- Agreement of the transferor's spouse : if the transferor is married under the community system
The disclosure of all such information shall enable the assignment to be concluded in full transparency between the parties.
Please note
Since 21 July 2019, the reference to information concerning the origin of the goodwill, the status of the pledges, the results of the last 3 financial years no longer required.
Omission of any of this information shall no longer entail the nullity of assignment contracts concluded from that date.
The transmission of the company can be observed in two ways:
- By authentic instrument : the written form shall be drawn up in the presence of a notary in the performance of his duties as public authority.
- By private document : the written form is drawn up between the parties without the intervention of a public officer.
Thus, the intervention of a notary is not mandatory for the signature of the deed of assignment.
However, the legal implications of the operation render assistance from a professional legal adviser indispensable. It may be a specialized lawyer or even a notary.
The deed of assignment must be signed by the assignor and by you.
You must sign several documents in addition to the deed of assignment itself:
- Inventory Disposal Agreement : Goods and raw materials are not included in the valuation of the goodwill.
Their sale is subject to an act in its own right, because they are subject to payment of VAT but not to payment of registration fees. - Deed of Receipt of Sale Price : the transfer price is temporarily blocked (between 3 and 5 months) and recorded in the hands of a called intermediary legal receiver.
It could be a lawyer or a notary.
This will help protect you from opposition from creditors if any.
After the signature of the bill of sale, you must several formalities.
1. Reporting to the registration tax office
The deed of assignment must be filed with the tax office of the registration without waiting if it is a privately signed document or, in a 1-month period after the sale is signed, if the authentic instrument.
You must deposit at the registration department, on-site or by post, the following:
- Deed of transfer of the goodwill : in 2 copies
- Trade Transfer Declaration Form : in 3 copies
- Form for declaring the condition of equipment and goods transferred : in 3 copies
- Payment of registration fees : cash up to €300, by check or by bank transfer.
Declaration of transfer of goodwill or goodwill
Declaration of transfer of goodwill or goodwill: condition of equipment and new goods transferred
Who shall I contact
Registration fees are calculated on the sale price as follows:
- 0% up to €23,000
- 3% between €23,001 to €200,000
- 5% beyond €200,000
If you are a member of the transferor's family (spouse, ascendant or descendant) or an employee of the company who has been employed on a DTA for at least 2 years, you benefit from a abatement of €500,000 on the value of the fund.
In order to take advantage of this rebate, you must commit to continuing operations and effective management of the company for at least 5 years after the recovery.
The minimum registration fee is €25.
If the sale of goodwill includes sales of new goods, these are exempt from registration fees.
In principle, it's up to you to pay the cost of registration, but nothing prevents you from deciding with the transferor that it will bear some or all of the costs.
Please note
Individual business When the treated as an EURL (option for business tax), its transfer is treated as a transfer of shares. In this case, a rate of 3% is applied to the sale price (or 5% for businesses with a preponderance of real estate).
2. Publishing legal announcements in a media
The deed of assignment must be published in a legal listing support in a 15-day period after the sale is signed. If it is an act of assignment under private signature, such publication shall take place after registration with the tax department of registration. L'authentic instrument The transfer may be published before registration.
The advertisement must include the following information:
- Elements concerning the registration of the document (office, date, volume, number)
- Date of transfer
- Surnames, forenames and domicile of the transferor and the transferee (the transferee, you)
- Nature and seat of the fund
- Selling price and breakdown between tangible and intangible items
- Time limit for any opposition by creditors
At the time of publication, a notice of transfer of goodwill is delivered to you.
3. Publication in the Odacc
You must register the assignment notice with the commercial court registry, within 3 days after it is published in a legal advertisement medium.
The Commercial Court will transmit for publication in the Official Gazette civil and commercial advertisements (bodacc).
4. Tax solidarity and prize receivership
When you take over a business, you are jointly and severally liable with the seller of the payment of the apprenticeship fee and theIncome tax (IR) relating to the profits made by the seller until the sale.
In other words, the tax administration can turn to you to demand payment of these taxes due by the seller. This is called the " fiscal solidarity ”.
Please note
This solidarity regime applies in all cases of assignment, whether for consideration or free of charge.
You are liable up to the transfer price and for a period of 90 days from the time the seller files the income statement. However, the time limit may be reduced to 30 days if the following 3 conditions have been completed:
- Thenotice of transfer of goodwill has been sent to the tax authorities within 45 days following the publication of the assignment in a legal announcements medium3
- The seller filed his declaration of results in the 60 days following the publication of the assignment in a legal announcements medium3
- The seller is up-to-date reporting and payment obligations in tax matters, on the last day of the month preceding the transfer.
Who shall I contact
In practice, this responsibility forces you to do not immediately pay the seller the selling price of the business to reserve this payment to the tax authority if it requests it.
The deferral of payment of the sale price shall be effected by creation of a receiver. The Parties shall appoint a middleman who may be a lawyer, a notary or any other person responsible for:
- Keep the sale price of the goodwill
- Receive all objections and seizures from creditors and tax administration.
The price is generally frozen at a bank, a registered institution or the Caisse des Dépôts et Consignations. The fees and expenses of the receiver are in principle at your expense, unless otherwise specified in the deed of sale of the business.
Where all formalities have been completed, the time limits have expired and there is no opposition pending, the intermediary may proceed to the release of the selling price.
You take over shares (SARL, SNC, SCS, SCI)
The drawing up of an act of assignment shall be obligatory.
In order to be valid, the act of transfer of shares must contain the following information:
- Identity of the parties : full name, date and place of birth, address of domicile
- Name of the business
- Date and nature of the act : authentic instrument or private act
- Number of shares taken over and unit selling price
- Total sale price and method of payment
- Decision to approve members : this is the prior authorization of the partners
- Agreement of the transferor's spouse : if the transferor is married under the community system
The transmission of the company can be observed in two ways:
- By authentic instrument : the written form is drawn up in the presence of a notary in his capacity as a public authority.
- By private document : the written form is drawn up between the parties without the intervention of a public officer.
Thus, the intervention of a notary is not mandatory for the signature of the deed of assignment.
However, the legal implications of the operation render assistance from a professional legal adviser indispensable. It may be a specialized lawyer or even a notary.
The deed of assignment must be signed by you and the assignor.
You must sign several documents in addition to the deed of assignment itself:
- Asset-liability guarantee : it guarantees the accuracy of all the information provided to you (company activity, social accounts, customers and suppliers, salary costs, possible participation in other businesses, ongoing disputes, etc.).
- Guarantees for the bank
- Minutes of meetings amending the statutes : The articles of association of the business must be updated to show the new allocation of the shares.
- Copy of amended statutes
1. Reporting to the registration tax office
You have to file the document of assignment to the tax department of the registration of one of the parties. You have a deadline of 1 month from the date of the deed of assignment to carry out this procedure.
The acquisition of shares shall give rise to the payment of a registration fee at your expense.
However, the deed of assignment may provide that the payment of the rights shall be borne by the transferor or shared between the two parties.
This duty shall be fixed at 3% and calculated on the transfer price less one abatement equal to €23,000 reduced to percentage of the number of shares transferred in social capital.
The rate is 5% for businesses with a predominance of real estate, i.e. businesses where more than half of the assets are made up of buildings not used for his professional purposes.
If you are a member of the transferor's family (spouse, ascendant or descendant) or an employee of the company who has been employed on a permanent contract for at least 2 years, you benefit from a €500,000 on the value of the securities.
In order to take advantage of this rebate, you must commit to continuing operations and effective management of the company for at least 5 years after the recovery.
Registration fee cannot be less than €25.
Example :
You take over 50 shares of a SARL whose capital is divided into 400 shares. You take over these shares for a value of €50,000.
The amount of registration fees you have to pay is calculated as follows: Transfer price - (23,000 x Number of shares taken over ÷ Total shares in the business) x 3%.
Applied to our example, this would result in: 50,000 - (23,000 × 50 ÷ 400) = 47,125 × 3% = €1,414 registration fees.
Who shall I contact
2. Publishing legal announcements in a media
You must publish the assignment in a legal listing support in the 15 days which follow the date of the transfer.
The advertisement must include the following information:
- Elements concerning the registration of the document (office, date, volume, number)
- Date of transfer
- Surnames, forenames and domicile of the transferor and the transferee (you)
- Nature and location of the business
3. Publication in the Odacc
You must register the legal listing at commercial court registry, within 3 days after it is published in a legal advertisement medium.
The Commercial Court will transmit for publication in the Official Gazette civil and commercial advertisements (Bodacc.fr).
You take over shares (SAS, SA, SCA)
Unlike the sale of the business or of shares, the drafting of an act of sale of shares is not mandatory.
However, it is advisable to draw up an act containing the following particulars:
- Identity of the parties : surname and forenames, date and place of birth, home address
- Name of the business
- Date and nature of the act : authentic instrument or private act
- Number of shares taken over and unit selling price
- Total sale price and method of payment
- Decision to approve members : this is the prior authorization of shareholders (or shareholders in SAs) if an authorization clause so requires in the articles of association
- Time limit for transfer of shares
- Agreement of the transferor's spouse : if the transferor is married under the community system
The transmission of the company can be observed in two ways:
- By authentic instrument : the written form is drawn up in the presence of a notary in his capacity as a public authority.
- By private document : the written form is drawn up between the parties without the intervention of a public officer.
Thus, the intervention of a notary is not mandatory for the signature of the deed of assignment.
However, the legal implications of the operation render assistance from a professional legal adviser indispensable. It may be a specialized lawyer or even a notary.
The deed of assignment must be signed by the assignor and by you.
You must sign several documents in addition to the deed of assignment itself:
- Asset-liability guarantee : it guarantees the accuracy of all the information provided to you (company activity, social accounts, customers and suppliers, salary costs, possible participation in other businesses, ongoing disputes, etc.).
- Order of movement of securities : it attests to the transfer of ownership of the shares.
- Guarantees for the bank
1. Reporting to the registration tax office
You have to file the document of assignment to the tax department of the registration of one of the parties. You have a deadline of 1 month from the date of the deed of assignment to carry out this procedure.
The acquisition of shares shall give rise to the payment of a registration fee at your expense.
However, the deed of assignment may provide that the payment of the rights shall be borne by the transferor or shared between the two parties.
The registration fee shall be 0.1% of the transfer price.
If you are a member of the transferor's family (spouse, ascendant or descendant) or an employee of the company who has been employed on a DTA for at least 2 years, you benefit from a abatement of €500,000 on the value of the securities.
In order to take advantage of this rebate, you must commit to continuing operations and effective management of the company for at least 5 years after the recovery.
The amount collected by the tax department may not be less than €25.
The rate changes to 5% for businesses with a predominance of real estate, i.e. businesses where more than half of the assets are made up of buildings not used for his professional purposes.
Who shall I contact
2. Publishing legal announcements in a media
You must publish the assignment in a legal listing support in the 15 days which follow the date of the transfer.
The advertisement must include the following information:
- Elements concerning the registration of the document (office, date, volume, number)
- Date of transfer
- Surnames, forenames and domicile of the transferor and the transferee (the transferee, you)
- Nature and location of the business
At the time of publication, you get a certificate of publication.
3. Publication in the Odacc
You must register the legal listing at commercial court registry, within 3 days after it is published in a legal advertisement medium.
The Commercial Court will transmit for publication in the Official Gazette civil and commercial advertisements (bodacc).
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Formalities in the event of transfer
Tax system for transfers of goodwill
Registration fees (transfer of securities)
Exemption from registration fees