Sale of goodwill & commercial leases: commitments that require rigorous drafting
The sale of a business and commercial lease agreements are among the most serious acts in the life of an entrepreneur. Each poorly written clause, each forgotten right can lead to years of litigation. Aknin Avocats intervenes at an early stage to anticipate and secure these transactions.
Sale of business assets
The transfer of a fund is not limited to the transfer of customers. It involves a set of elements (physical and intangible) whose precise definition is often a source of litigation. The firm works on:
- The scope of the fund : precise identification of the items sold and excluded (stocks, equipment, supplier contracts, brand)
- The transferor's guarantees : eviction guarantee, guarantee against post-sale competition
- The non-competition clause : duration, geographical scope, activity concerned
- The sequestration of the prize : protection of the purchaser against the creditors of the transferor during the legal period
- Mandatory formalities : publication, enforceability, tax declarations
Commercial leases
A commercial lease is a structuring commitment for the tenant as well as for the lessor. The firm intervenes at several levels:
- Initial negotiation : rent, duration, distribution of expenses, work, rent excess
- Drafting the lease : resolutory clause, indexation, destination of premises, subletting, transfer of the lease
- Renewal and revision : eviction compensation, triennial review, right to remain in the premises
- Rental litigation : termination, repossession, unpaid invoices, landlord breaches
Doorstep
The door step represents an amount paid to the lessor in return for the delivery of the keys. Its qualification (rent supplement or compensation) has significant fiscal consequences for both parties. The firm helps to qualify it correctly and to integrate it into a global negotiation consistent with the other terms of the lease.
A poorly negotiated commercial lease is often nine years of constraints. A destination clause that is too narrow or an unbalanced distribution of burdens can affect the entire farm.
What is the difference between the sale of a business and the sale of company shares?
The transfer of business only transfers the assets operated (customers, equipment, lease, brand) without taking over the company's debts. The sale of securities transfers the company as a whole, with all its assets and liabilities. The choice depends on the tax issues and risks that the purchaser is ready to assume.
What are the tenant's rights in case of refusal to renew the commercial lease?
A tenant whose lessor refuses to renew is entitled to eviction compensation, intended to compensate for the loss of customers and moving expenses. This compensation can be considerable, calculated on the value of the fund. The lessor can avoid it only if there is a serious and legitimate reason.
What is the destination clause in a commercial lease?
The destination clause specifies the activities that the tenant is authorized to carry out on the premises. A clause that is too restrictive can prevent the tenant from diversifying his business without the agreement of the lessor. Its drafting is an important point of negotiation when signing the lease.
Does a commercial lease protect the tenant against an increase in rent?
To a certain extent. Commercial rent can only be revised every three years and cannot in principle exceed a ceiling indexed to the commercial rent index. However, it is still possible to remove ceilings in the event of a significant change in local marketing factors.
Can you transfer your commercial lease to a third party?
Yes, in principle, but subject to the terms of the lease. Some leases make the transfer subject to the approval of the lessor or impose special conditions. In the event of transfer of the business, however, the transferor cannot be prohibited from transferring the lease jointly with the fund.
Transfer of business, commercial lease, doorstep, eviction compensation. The firm analyzes the legal issues of commercial and rental transactions for entrepreneurs and fund owners.
