Company transfers are complex operations, which come under several branches of the law. PACTA has assembled all the information required for the normal transfer of control of a S.A. and a S.A.R.L.: sample contracts, notes, legal formalities, vendors and purchaser checklists, standard letters and forms, case law, bibliography, etc. The structure follows the order of tasks and allows an overview to be maintained. With regard to contracts, a clear and concise note accompanies each clause. Variations often allow a drafter to place him or herself in the place of the vendor or of the purchaser, according to the party represented.
In order to draw up draft contracts and other documents, you select the wording chosen by simply clicking a box with your mouse. The disadvantages of "cut and paste" then disappear: the program automatically exports your draft document to your usual word processor.
The wording is available in French and English. Subscribing to the French and English versions allows drawing up the draft document in the language of your choice and then obtaining its translation.
General Comments ( Contents + )
- General Comments
- Transfer of control
- Tax aspects - Taxation of capital gains
- Takeover techniques - Tax optimisation
- Diagnosis and valuation of the target company
- Administrative authorisations
- Documents to be drafted
- Progress of operations
- Transfer tax
- Purchase by an individual
- Purchase by a holding company
- Prohibited financing methods
-
- Aims and methods
- Familiarisation with the company
- Accounting and financial diagnosis
- Risk analysis
- Commercial diagnosis ("product-market pairing")
- Industrial diagnosis ("competitivity of the production infrastructure")
- Diagnosis of organisation and human potential
- Examination or preparation of forecasts
- Valuation and price
Transfer of control: A company takeover requires the acquisition of a sufficient number of shares to confer a majority in the shareholders' meetings to the purchaser. The rules are different for S.A.R.L. and S.A. companies.
(+...)
Letter of Intent ( Contents + )
- Introduction
- Preamble - Identification of the parties
- Preamble - Recitals
- Duration of negotiations
- Remaining points to be negotiated
- Negotiation procedure
- Negotiations with a third party
- Duty to inform - handing over of documents
- Informing and consulting with the employees
- Confidentiality undertaking
- Undertaking not to solicit employees
- Liquidated damages
- Choice of law
- Disputes
- Signatures and list of schedules
An agreement to transfer company shares is a contract of sale that, according to the law, is complete when the parties are in agreement over the object and the price. (Demo)
The Buyer's Checklist (SA) ( Contents + )
- Preparatory work before contacting the sellers
- Preparatory work after contacting the sellers
- The negotiations
- Signing
- The transitional period
- Completion
- Operations after completion
The Sellers Checklist (SA) ( Contents + )
- Preparatory work before contacting the buyer
- Preparatory work after contacting the buyer
- The negotiations
- Signing
- The transitional period
- Completion
- Operations after completion
Call Option ( Contents + )
The Agreement (comments - clauses and variations)
- Introduction
- Preamble - Identification of the parties
- Preamble - Recitals
- Promise to sell
- Price and terms of payment
- Security provided by the buyer
- Period between the last balance sheet and signature of the option agreement
- Transitional period prior to completion date
- Audit
- Conditions precedent
- Exercising the option
- Press releases
- Notices
- Modifications to the option agreement
- Entire agreement
- Severance clause
- Obligations of successors in title
- Choice of law
- Disputes
- Payment of transfer tax
- Signatures and list of schedules
The call option constitutes a unilateral undertaking, made by the sellers, to sell the shares at the buyer's express request, the latter accepting the promise purely as a promise, without himself making a binding promise to purchase.
(Demo)
Put option ( Contents + )
The Agreement (comments - clauses and variations)
- Introduction
- Preamble - Identification of the parties
- Preamble - Recitals
- Promise to purchase
- Price and terms of payment
- Security provided by the buyer
- Period between the last balance sheet and signature of the option agreement
- Transitional period prior to completion date
- Audit
- Conditions precedent
- Exercising the option
- Press releases
- Notices
- Modifications to the option agreement
- Entire agreement
- Severance clause
- Obligations of successors in title
- Choice of law
- Disputes
- Payment of transfer tax
- Signatures and list of schedules
The put option constitutes a unilateral undertaking, made by the buyer, to purchase the shares at the sellers' express request, the latter accepting the promise purely as a promise, without themselves making a binding promise to sell.
(Demo)
Share Sale and Purchase Agreement ( Sommaire + )
The Agreement (comments - clauses and variations)
- Introduction
- Preamble - Identification of the parties
- Preamble - Recitals
- Transfer of ownership and completion date
- Price and terms of payment
- Security provided by the buyer
- Period between the last balance sheet and signature of the agreement
- Transitional period prior to completion date
- Audit
- Conditions precedent
- Completion of the transfer of ownership
- Press releases
- Notices
- Modifications to the agreement
- Entire agreement
- Severance clause
- Obligations of successors in title
- Choice of law
- Disputes
- Payment of transfer tax
- Signatures and list of schedules
The share sale and purchase agreement is a contract whereby the parties define their reciprocal obligations:
(Demo)
Formalities ( Contents + )
-
Approval of the buyer as a shareholder
- by the Board of Directors
- by the shareholders' meeting
- letter convening the joint consultative committee
- Minutes of the joint consultative committee meeting
- Communication of particulars of new company officers to the sellers
- Company officers' resignation letters
- Minutes of the ordinary general meeting (resignation and appointment of directors)
- Proceedings of the Board of Directors (resignation and appointment of the management)
- Declaration of non-disqualification
- Statutory company notice
- Power to accomplish formalities
- External formalities
- Filing agents before the tribunaux de commerce
- Transfer procedure (standard)
- Transfer procedure (simplified)
Approval of the buyer as a shareholder ; Duty to inform personnel ; Replacement of company officers ; Transfer of the shares : (extraits de procès-verbaux)
The Buyer's Checklist (SARL) ( Contents + )
- Preparatory work before contacting the sellers
- Preparatory work after contacting the sellers
- The negotiations
- Signing
- The transitional period
- Completion
- Operations after completion
The Sellers Checklist (SARL) ( Contents + )
- Preparatory work before contacting the buyer
- Preparatory work after contacting the buyer
- The negotiations
- Signing
- The transitional period
- Completion
- Operations after completion
Call Option ( Contents + )
The Agreement (comments - clauses and variations)
- Introduction
- Preamble - Identification of the parties
- Preamble - Recitals
- Promise to sell
- Price and terms of payment
- Security provided by the buyer
- Period between the last balance sheet and signature of the option agreement
- Transitional period prior to completion date
- Audit
- Conditions precedent
- Exercising the option
- Press releases
- Notices
- Modifications to the option agreement
- Entire agreement
- Severance clause
- Obligations of successors in title
- Choice of law
- Disputes
- Signatures and list of schedules
Put option ( Contents + )
The Agreement (comments - clauses and variations)
- Introduction
- Preamble - Identification of the parties
- Preamble - Recitals
- Promise to purchase
- Price and terms of payment
- Security provided by the buyer
- Period between the last balance sheet and signature of the option agreement
- Transitional period prior to completion date
- Audit
- Conditions precedent
- Exercising the option
- Press releases
- Notices
- Modifications to the option agreement
- Entire agreement
- Severance clause
- Obligations of successors in title
- Choice of law
- Disputes
- Signatures and list of schedules
Formalities (SARL) ( Contents + )
-
Approval of the buyer as a shareholder
- Notice of the transfer
- Ordinary general meeting
- Notice of the approval
- Letter convening the joint consultative committee
- Minutes of the joint consultative committee meeting
- List of operations
- Consent of seller's spouse
- Consent and waiver given by buyer's spouse
- Share transfer agreement
- Particulars of the new manager necessary for his appointment
- The outgoing manager's resignation letter
- Minutes of the ordinary general meeting (replacement of the outgoing manager)
- Declaration of non-disqualification
- Statutory company notice
- Power to accomplish formalities
- External formalities
- Filing agents before the tribunaux de commerce
Warranty Agreement ( Contents + )
The Agreement (comments - clauses and variations)
- Introduction
- Preamble - Identification of the parties
- Preamble - Recitals
- Incorporation and holdings; representations
- The shares; representations
- Company accounts; representations
- Management prior to Completion Date; representations
- Results; representations
- Assets in general; representations
- Real property and leases; representations
- Intellectual and industrial property rights; representations
- Plant, machinery and equipment; representations
- Stocks and work in progress; representations
- Debts due to the Company; representations
- Agreements and undertakings in general; representations
- Order book and outstanding offers; representations
- Personnel; representations
- Product liability; representations
- Criminal liability ; representations
- Compliance with regulations in force; representations
- Compliance with tax and customs regulations; representations
- Compliance with environmental regulations; representations
- Insurance; representations
- Disputes; representations
- Warranties
- Implementation of the Warranty Agreement
- Benefit of the Warranty Agreement
- De minimis clause; exempted amount
- De maximis clause (ceiling)
- Extent of the warrantors' liability
- Duration of the warranties
- Security for the warranties
- Notices
- Modifications to the agreement
- Entire agreement
- Severance clause
- Obligations of successors in title
- Choice of law
- Disputes
- Signatures and list of schedules
An increase in the liabilities or a reduction in the assets, the cause of which predates the transfer of control but which becomes apparent thereafter, may burden the company's balance sheet and therefore reduce the value of the shares.
(Demo)
Other Incidental Documents ( Contents + )
- Powers to represent
- Promissory note
- Surety bond
- First demand guarantee
- Pledge of shares in an unlisted S.A. company
- Pledge of shares in a S.A.R.L. company
- Sellers' undertakings during the transitional period
- Documents to be delivered to the buyer on completion
- Confidentiality undertaking
- Covenant not to compete and not to solicit employees