CESSION DE FONDS DE COMMERCE 🔤

The sale of a business falls under the category of business asset transactions. A business, defined as all the tangible and intangible assets used in a commercial or industrial activity, can be the subject of several transactions: sale, pledge, or lease management. The business asset sale agreement focuses on the business itself, excluding the inventory, which must be addressed in a separate agreement. The business can be sold in its entirety or partially. The transfer of the customer base is absolutely essential. Previously, the sale agreement also had to include several mandatory clauses, but since July 21, 2019, there are no longer any specific formalities. Its validity is now governed solely by the general rules of contract law. There are two procedural obligations: The first is the obligation to inform employees, as stipulated in Article L141-23 of the French Commercial Code for companies with fewer than 250 employees. The seller must notify employees no later than two months before the sale. Employees must be informed of their change of employer and given the opportunity to submit an offer to purchase the business, shares, or stock. Failure to comply with this obligation may result in the seller being liable to pay damages to the employees. The seller then has a publicity obligation. This takes the form of registration with the tax authorities and notification to the National Business Register (RNE) within thirty days of the sale, a legal notice in a legal gazette (JAL) within fifteen days of the sale, and a notice in the Official Bulletin of Civil and Commercial Announcements (BODACC) within three days of the publication of the legal notice. The purpose of this publicity obligation is not only to inform employees but also to make the transaction legally binding on third parties; in other words, third parties cannot claim ignorance of the sale. Similarly, publication in the Bodacc (Official Bulletin of Civil and Commercial Announcements) starts a 10-day period during which the seller's creditors can object to the sale of the business. Any objection made by creditors after this period has expired is declared null and void. The seller is obligated to deliver the transferred asset (Articles 1606 and 1607 of the Civil Code). The seller must guarantee the buyer against potential hidden defects (Article 1641 of the Civil Code). The seller must also guarantee the buyer against eviction by the seller or a third party (Article 1626 of the Civil Code). Furthermore, the sale of the business grants the seller a lien if payment for the sale is made over the long term. This privilege allows the buyer to be paid from the value of the business assets before any other creditors of the buyer, should the buyer fail to settle their debts and the business be sold at public auction (Articles L141-5 and L141-6 of the French Commercial Code). The main consequence of the sale for the buyer is their obligation to pay the purchase price. ▬▬▬▬▬▬▬▬▬▬▬ RELATED VIDEOS ▬▬▬▬▬▬▬▬▬▬▬ ► BUSINESS ASSETS    • FONDS DE COMMERCE 🔤   🔤 ► MERCHANT 🔤    • COMMERÇANT 🔤   ▬▬▬▬▬▬▬▬▬▬▬ CHAPTERS OF THIS VIDEO ▬▬▬▬▬▬▬▬▬▬▬▬ 00:00 Introduction 00:40 What is an act of Commerce 02:50 Ancillary Commercial Acts 00:45 Summary 01:49 Conclusion ▬▬▬▬▬▬▬▬▬▬▬ ABOUT THIS VIDEO ▬▬▬▬▬▬▬▬▬▬▬▬ ABCJuris Video Legal Dictionary #ABCJurisVideoLegalDictionary Fanny Cornette Legal Definition Commercial Law    • CESSION DE FONDS DE COMMERCE 🔤   Script written by Hedja, intern at ABCJuris, voice by Fanny Cornette #merchant #commerce #law ▬▬▬▬▬▬▬▬▬▬▬ BIBLIOGRAPHY ▬▬▬▬▬▬▬▬▬▬▬ Iony Randrianirina, The Essentials of Commercial Law, Gualino, Paris, 2023 https://amzn.to/4ebfCLx Isabelle Serandour and Lionel Andreu, Commercial Law, Gualino, Paris, 2023 https://amzn.to/3KsfwRN Jean-Marc Moulin, Company and Group Law, Gualino, Paris, 2023 https://amzn.to/4e52xmR DISCLAIMER: This video legal dictionary participates in the Amazon EU Associates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to Amazon.fr.