Standard contract for the sale of a business. Conditions for transfer of goods and payments
Below is a sample purchase and sale agreement for a company.
Enterprise purchase and sale agreement
g._________________ "___"_____________200_g.
hereinafter referred to as the “Seller” represented by ________________________
acting on the basis of ______________________ on the one hand and
______________________________________________________________
hereinafter referred to as the “Buyer” represented by ______________________
acting on the basis of___________on the other hand, concluded
this agreement is as follows.
1. The Subject of the Agreement
1.1. The Seller offers ownership, and the Buyer buys the enterprise___________________________________________
as a whole as a property complex.
2. Terms of the agreement
2.1. The rights to the trade name, trademark, service mark and other individualizations of the Seller and its goods are transferred to the Buyer.
2.2. Rights to use the means of individualization of the Seller and his goods, owned by him on the basis of license No.___________
registered "__"__________200_, are transferred to the Buyer.
2.3. Seller's rights to occupy_________________________________
activities received by him on the basis of the license are not transferred to the Buyer.
3. Composition and cost of the enterprise
3.1. The composition of the enterprise being sold is determined in accordance with the inventory act attached to this agreement and includes:________________________________________________
______________________________________________________________
3.2. The cost of the enterprise is determined in accordance with the documents attached and reviewed by the parties:
· inventory act;
· balance sheet;
· the conclusion of an independent auditor on the composition and value of the enterprise;
· a list of all debts included in the enterprise, indicating the creditors, the nature, size and composition of their claims.
The total cost determined in this way is ___________
______________________________________________________________
4. Payment procedure
4.1. Settlements between the Buyer and the Seller occur in the following order:___________________________________________
______________________________________________________________
5. Obligations and responsibilities of the parties
5.1. The seller notified in writing all creditors for the obligations included in the enterprise about the sale of the enterprise. All creditors agreed to the transfer of debt and sent written notifications about this, which are transmitted to the Buyer.
5.2. Since the enterprise includes obligations that the Buyer is not able to fulfill until it receives the appropriate license, the Seller is jointly and severally liable to these creditors. The buyer undertakes to do everything necessary actions to obtain the appropriate license and timely fulfillment of these obligations.
5.3. The transfer of the enterprise by the Seller to the Buyer is carried out according to the transfer act, which indicates data on the composition of the enterprise and on the notification of creditors about the sale of the enterprise; information about identified shortcomings of the transferred property and a list of property, obligations for the transfer of which were not fulfilled due to its loss.
5.4. Preparation of the enterprise for sale, including the preparation and presentation of the transfer act, is the responsibility of the Seller and is carried out at his expense.
5.5. The enterprise is considered transferred to the Buyer from the day the parties sign the transfer deed. From this moment on, the risk of accidental loss or damage to property transferred as part of the enterprise passes to the Buyer.
6. Rights of the parties
6.1. Ownership of the enterprise passes to the Buyer and is subject to registration immediately after the transfer of the enterprise to the Buyer. The moment of transfer of ownership of an enterprise is determined by the moment state registration this right.
6.2. The Buyer has the right to demand a reduction in the purchase price if the Seller's debts are transferred to him as part of the enterprise, which were not specified in this agreement or the transfer act, unless the Seller proves that the Buyer knew about such debts at the time of concluding the agreement and transferring the enterprise.
6.3. The Seller, in the event of receiving notification from the Buyer about the shortcomings of the property transferred as part of the enterprise, or the absence individual species of the property to be transferred may promptly replace the property of inadequate quality or provide the Buyer with the missing property.
6.4. The Buyer has the right to legally demand termination (change) of this agreement and the return of what has been performed by the parties under the agreement, if it is established that the enterprise, due to shortcomings for which the Seller is responsible, is unsuitable for the purposes specified in this agreement. These shortcomings are not eliminated by the Seller under the conditions, in the manner and within the time limits established in accordance with the current legislation of the Russian Federation, or the elimination of such shortcomings is impossible.
7. Final provisions
7.1. This agreement is subject to registration and is considered concluded from the moment of such registration. The Agreement is drawn up in ___ copies, which have equal legal force.
8. Legal addresses, payment details and signatures of the parties
Seller buyer
For a legal entity
(full name of the legal entity) (full name of the legal entity)
_____________________________ _____________________________
(legal address) (legal address)
_____________________________ _____________________________
(bank details) (bank details)
_____________________________ _____________________________
(position, full name) (position, full name)
_____________________________ _____________________________
(signature) (signature)
M.P. M.P.
For an individual
Full name_______________________ Full name________________________
Address________________________ Address________________________
Date of birth_________________ Date of birth_________________
Place of birth_______________ Place of birth________________
_____________________________ ______________________________
Passport______________________ Passport______________________
(series, number) (series, number)
Taxpayer Identification Number____________________ Taxpayer Identification Number____________________
Signature______________________ Signature______________________
The sale of individual entrepreneurs is provoked the following factors– change of type of activity, place of residence, sharp deterioration in the health of the owner or his loved ones, financial problems, etc. Sometimes entrepreneurs are forced to say goodbye to their business for a more lucrative job offer. Before selling an individual entrepreneur, each owner should carefully familiarize himself with all the legal nuances of the transaction - how to properly draw up documents in order to receive benefits and not become a victim of fraudsters. If financial condition allows, it is better to use the services of specialists for this.
The question arises - how to sell an individual entrepreneur’s business correctly. The main thing is to act within the law. Legally, it is impossible to sell an individual entrepreneur, since he is an individual. The transaction is realized by transferring documents from one person to another. In fact, a business operation scheme is being sold. For the buyer, this is a risk, especially if he does not know the intricacies of the matter.
Sales ready-made business start with careful preparation:
- establishing an adequate cost. To determine the final price, you must first marketing research. Thus, the competitiveness of the business is more clearly visible;
- creating a profitable offer. Proper presentation of the item for sale will help increase demand. Initially, it is worth highlighting all the advantages of the business for the buyer, so that he will want to immediately conclude a deal. You need to think carefully about this and put all the advantages on paper;
- announcement. The purchase of an individual entrepreneur will not take place if no one knows about the sale. First of all, your intentions should be communicated to your close circle of people. Some of them will be interested in the offer, based on long-standing acquaintance and trust. For strangers and potential buyers is being created advertising campaign;
- collection of papers. The list of documents for registration is provided by the tax service or lawyers. Both sides collect papers. The purchase agreement for individual entrepreneurs is drawn up in writing, based on the sample. It is also provided by lawyers.
To find out for an entrepreneur whether it is possible to sell an individual entrepreneur, you need to consult with several lawyers. Properly executed documents are the key to the success of the transaction for both parties. The agreement is drawn up between two individuals. On the one hand, there is an entrepreneur who decided to sell the business, on the other, there is a buyer. In fact, the individual entrepreneur company is being liquidated and a new one is being created.
Careful preparation of documents makes it possible to complete a transaction in a minimum amount of time – 2 days.
The situation becomes more complicated if the party selling the business has debts to creditors. This delays the paperwork process and also affects the price of the business itself. You can buy an individual entrepreneur with debts by taking them on yourself.
To sell a ready-made business as an individual entrepreneur, you do not need to involve a notary. This is legal and simplifies the paperwork process. Ownership rights are transferred to the buyer after signing the contract (or within the time period established therein) and the act of acceptance and transfer of property entrepreneurial activity or IP. There are several options here.
The paperwork depends on whether there is property on the individual entrepreneur’s balance sheet, and what type:
If an individual entrepreneur sold property while still in his status, he paid tax according to the simplified tax system. This means that it is more profitable for an entrepreneur to sell everything that is on the balance sheet of the business before declaring bankruptcy. Individuals will have to pay income tax for the sale of property at a different rate, which is several times higher.
In accordance with the law, the buyer must draw up documents again. That is, he needs to register with the tax service, obtain a license and permits to conduct business activities.
Bonuses that a business seller can provide - a client base (for a fee), a trademark (promoted brand), a list of suppliers, registration as a gift (give a discount on paperwork).
The first misconception that comes to the mind of an entrepreneur when selling a business is “I can handle it myself.” This is the main and common mistake. It is better to seek help from an experienced broker. Yes, it will take time, but the benefits will be much greater. Every broker is different, so choose one who specializes in a specific industry that suits the seller.
Hiring a broker to buy and sell a business has the following benefits:
It is better to obtain a form or agreement for the purchase and sale of a business, in this case an individual entrepreneur, as well as a sample for filling it out from a lawyer. It is legally impossible to transfer bank accounts to the buyer. This also applies to loans. The seller's accounts are closed and others are opened for the buyer. You should not make any financial manipulations without first consulting a lawyer.
Some buyers take over the sellers' loans without re-issuing any documents. The basis for this is an oral agreement. That is, the money goes to the seller’s account, and in fact it is paid by the buyer. This should not be done, even if the agreement was drawn up between relatives. All financial manipulations are documented. Then the risks will be minimized.
The greatest value in buying and selling a business is intangible assets. The entrepreneur, for an agreed fee, explains all the nuances of doing business, methods of selling a particular product, technology of work processes, relationships between suppliers and clients, etc.
Careful preparation for the transaction must be on both sides, then it will be successful and beneficial for everyone.
If a person already has the required amount of money to open own business, then he doesn’t have to start doing everything from the very beginning. After all modern market is filled with various proposals regarding the execution of a purchase and sale agreement for a ready-made, developed business.
The company will already be registered and after the acquisition you can make your own profit. But in order to formalize everything correctly and not stumble upon scammers, you need to carefully study the specifics of drawing up an agreement for the purchase of a ready-made business.
Each purchase and sale agreement for an enterprise, in our case a cafe, must have the following mandatory details:
- the exact date and time when the purchase and sale agreement was concluded;
- the essence of the contract, that is, its subject, as well as a description of the property being purchased;
- the duration of the transaction;
- all the conditions under which this agreement will enter into force and be valid in the future;
- when and how documentation will be transferred to the cafe;
- the cost of the cafe and the estimated indicators that are agreed upon by the parties to this agreement;
- liability of the parties for violation of the terms of the agreement;
- in what case can the contract be terminated and what to do in this case;
- emergency situations;
- how to properly resolve disputes (judicial procedure or pre-trial proceedings);
- attachments to other documents;
- addresses of the parties to the agreement;
- signatures of the parties to the transaction.
Only when all the details are included in the contract can it be considered drawn up correctly. The agreement will come into force only when it is signed by all parties involved. Once the signatures are complete, the agreement will need to be registered. Registration means that the owner of the cafe will change.
Necessary documents for concluding a purchase and sale transaction for a cafe
Modern legislation requires a number of documents to formalize the sale and purchase of any enterprise. The main ones will be:
- the purchase and sale agreement itself, which must be drawn up in accordance with the Civil Code of the Russian Federation, Art. 560-567. The contract must be signed;
- Cafe accounting reports;
- inventory act. This act must be drawn up precisely at the time of the transaction;
- an opinion that must be drawn up by an independent audit;
- an act that will indicate all obligations to creditors (all documentation on the name of the creditor, the amount of payment and the repayment period of the loan);
- an additional act, providing all the shortcomings of the premises designed as a cafe.
Failure to complete at least one of the above documents may result in future problems with fraudsters.
Features of buying an existing business?
When drawing up a purchase and sale agreement for a ready-made business, in our case a cafe, you need to take into account a number of very important nuances which may ultimately play an important role.
First you need to find out the reason for selling the business, because if the business is developing well and brings in more income, then what will be the point of selling it, especially at low price. Of course, there are times when a seller needs to get a lot of money right away rather than develop a successful business.
But such cases are very rare and enterprising businessmen are unlikely to want to sell such an enterprise.
As a rule, businesses are sold that do not generate much income or do not have the potential for development, for example, an unsuccessful location. Therefore, before drawing up an agreement, you must first find out why the cafe is being sold.
It is also worth paying attention to what will be purchased, since the owner can only give away his part of the ownership. That is, the owner can only have documents for the minimum capital and property, all other papers can be with other owners.
Negative consequences of acquiring an existing business
In addition to a ready-made business, after signing a purchase and sale agreement, you can get other unpleasant surprises. It will be a great shame if the previous owner, in addition to the property documents, also gives away a stack of loan documents that will be unpaid for the cafe. Therefore, this nuance should be taken care of before purchasing a business.
It is worth noting that the cafe owner himself, without warning the buyer about loans, does not violate any laws and acts lawfully.
Thus, before purchasing a ready-made business in the form of a cafe, you need to carefully draw up a purchase and sale agreement. Because any missed detail will only benefit the scammers, who may only want to transfer loans and debts for their business.
The institution of buying and selling a business, as a property complex, is relatively new in Russian legislation. The reasons for its occurrence were factors such as the privatization of state and municipal property, as well as global changes in the general economic structure of Russia.
The concept of business can include all types of property - both movable and immovable.
The subject of the agreement is the business as a whole - as a property complex, with the exception of the rights and obligations that the seller of the business does not have the right to transfer to other persons.
Usually, unless otherwise provided by agreement, by standard sample of a purchase and sale agreement for a ready-made business the buyer receives rights to the means of individualization of the seller (his goods, services and works) and to the rights belonging to the seller on the basis of licenses for the right to use means of individualization. By means of individualization we mean a trademark, commercial designation, service mark and other means.
The rights of the seller obtained by him on the basis of a license allowing him to engage in a certain type of activity cannot be transferred to the buyer.
Essential terms business purchase and sale agreements are the cost and composition of the business.
The agreement must be accompanied by a balance sheet, a list of all obligations (if any) indicating creditors, size and timing requirements, and other annexes, depending on the composition of the business, as a property complex (list of equipment, list of buildings, etc.). ).
Agreement for the purchase and sale of a ready-made business is drawn up in simple written form and is considered concluded from the moment of state registration of the agreement. Failure to comply with the simple written form of the agreement entails its invalidity.
Before the state registration of the contract, the buyer receives the right to dispose of the business to the extent required to achieve the necessary economic goals.
As a general rule, unless otherwise provided by the contract, ownership of the business passes to the new owner and is subject to state registration after the business is transferred to him. The moment of business transfer is considered to be the day the buyer and seller sign the transfer deed.
Business purchase and sale agreement is remunerative, consensual and reciprocal.
Structure and content of a standard sample business purchase and sale agreement
- Place and date of conclusion of the contract.
- Name of buyer and seller.
- The subject of the agreement is business as a property complex, including:
- real estate;
- movable things (equipment, inventory, etc.);
- rights of claim;
- debts;
- rights to designations that individualize a business (commercial designation, trademarks, service marks);
- other exclusive rights, unless otherwise provided by law or agreement.
- Contract time. The dates (or events) of the beginning and end of the agreement are indicated.
- Rights and obligations of the parties. The content of the clause depends on the conditions on which the agreement is concluded. purchase and sale agreement for a ready-made business.
- The procedure for transferring a business. The content of the clause also depends on the conditions under which the agreement is concluded.
- Price and payment procedure. The value of the business, the method and procedure for making payments are indicated. In accordance with Article 561 of the Civil Code of the Russian Federation, the value of the business being sold, as well as its composition, are determined by inventory.
- Responsibility of the parties. The extent of responsibility of the parties for improper fulfillment of the terms of the agreement or refusal to fulfill it is described.
- Grounds and procedure for termination of the contract.
- Resolution of disputes from the contract. The procedure for pre-trial and judicial settlement of disputes is described. To resolve such issues, you can use the procedures and documents contained in the FreshDoc.Claims section.
- Force Majeure.
- Other conditions on which the parties reached an agreement.
- List of applications.
- Addresses and details of the parties.
- Signatures of the parties.
For more information about Purchase and Sale Agreements, see the following pages.
One of the fastest and effective ways starting a business - buying ready-made enterprise. Purchasing a turnkey company is a sure way to avoid problems with preparing and organizing a new business.
To purchase an existing enterprise, it is necessary to conclude a business purchase and sale agreement. This contract provides the opportunity to choose the type of legal entity, the most favorable location, determine the scope of work, and also take advantage of an already established network of counterparties.
Regulatory framework for preparing the sale of a business
Relations related to the right of property and its protection from illegal attacks are subject to regulation through the following basic legal acts:
- Chapter 2, and in particular Art. 35, Constitution of the Russian Federation.
- Other regulations(NLA) designed to protect people's property (Codes, orders, decrees).
At the same time, the main problem is the overall regulation of transactions for the acquisition and disposal of businesses big amount NPA. Thus, the purchase and sale of a company becomes a rather complex financial procedure.
Is it possible to sell an individual entrepreneur?
Separately, it is worth considering cases of business transfer from a private person. Based on the fact that individual entrepreneur is legal entity, the sale of individual entrepreneurs is not legally possible. All property, as well as other rights (for example, copyrights) belong to the entrepreneur himself as a citizen.
In this case, it is actually possible to transfer a working system with an already formed client base, established relationships with suppliers and all the equipment necessary for work.
The procedure for preparing and concluding a transaction
To transfer a business, the owner must go through several stages:
- Evaluation of the business system being sold. Best option– preliminary market analysis and independent assessment of the level of business competitiveness.
- Preparation detailed description offers. This approach will help highlight the main aspects of the activity and will allow them to be more advantageously presented to customers.
- In the case of an individual entrepreneur, the alienation of all property belonging to him commercial real estate. If the entrepreneur does not have his own real estate, there is a need to enter into new agreements with landlords.
- Alienation of all movable property. The best way for the seller is the sale on behalf of an individual entrepreneur, in this case the tax required to pay will be 6% of the cost if the alienation is carried out on behalf of an individual. individuals will have to pay personal income tax of 13%.
- Implementation of intellectual property rights (For example, Brand, slogan, logo, database) that is, copyright.
- Preparation and further conclusion of the contract.
A standard sales contract is concluded in writing; it does not require certification from a notary, but a state license is required. registration. The main conditions for the conclusion are the composition of the business being sold and its value. The property is considered transferred into the possession of the buyer after signing the acceptance and transfer certificate.
If the individual entrepreneur owns real estate, then the most profitable method of transfer will be the transfer of the business as a property complex used for business activities.
Selling methods
The alienation of an enterprise can be carried out in many ways. The owner of the company can transfer his business either completely, losing any right to dispose of such property, or partially. For example, transferring equipment into the possession of another person or selling a certain part or interest in the enterprise.
Fully
The procedure for the alienation of enterprises is regulated by norms 559-566 of the Civil Code of the Russian Federation. These provisions govern the actions that the buyer and seller take during the transaction. The specifics of such an acquisition are associated with certain nuances that affect legal registration sales agreements.
The process of concluding an alienation agreement, as well as drawing up and signing papers, is determined by the following points:
- Notification of all shareholders or participants of the intention to sell the enterprise.
- Receiving a written document of consent or refusal from each shareholder.
- Resolving disagreements and obtaining further consent from all participants.
- Signing the contract.
- Preparation of documentation in the process of receiving money and transfer of ownership to the new owner.
- State registration.
- Creating a protocol that takes into account new circumstances.
Actions that must be performed before concluding a contract at the initial stage:
- make an inventory - describe in detail all the property that is to be transferred;
- draw up accounting documents reflecting the financial condition;
- if necessary, carry out an audit that will confirm information about the legality of the enterprise’s operation;
- identify all debtors and creditors.
In addition, when concluding an agreement on the sale of a company, you need to carefully study and check the details of the seller and the acquirer, as well as the personal data of the parties.
The presence of errors in the contract or inconsistencies with the documentation may cause the contract to be invalidated.
Share or controlling interest
A separate type of transaction for the purchase of a company is the alienation of a share in the organization. In such cases, it is not the acquisition of a new business that takes place, but rather the joining of participants for further general activities. In order for one of the owners to transfer the rights to a share in the company and authorized capital, it is necessary to obtain permission from the remaining co-founders. Such consent must be formalized by means of an approval on general meeting accomplices.
When selling a stake in a company, the parties enter into a sales agreement, which must provide for:
- the exact nominal size of the part being sold as a percentage or in money (cost);
- the manner in which the cost will be determined;
- the procedure for the new owner to take over;
- availability of permission from other participants to sell the share.
To introduce a new owner, after purchasing a share, into the number of co-founders, amendments are required to the constituent documentation, as well as to the Unified State Register of Legal Entities. Therefore, it is necessary to register changes with the Federal Tax Service in accordance with general rules this procedure, Chapter VI of Law 129-FZ.
After the conclusion of the contract, all changes in the shares of the founders, as well as a change in the owner of one of them, will be reflected in the registered documentation. New owner acquires rights to common property, based on the size of your share.
Equipment, technologies and property complex
This method of selling property involves the transfer not only of the property itself, but also of other assets that are used in the activity:
In addition, the complex can include:
- property rights;
- intellectual property rights (brand, slogan, logo, databases, proven production technologies);
- accounts receivable.
However, not all types of rights can be betrayed. Thus, it is impossible to transfer the right to engage in those types of activities that are permitted only upon receipt of the appropriate license. When purchasing a company through reorganization, if its work is subject to licensing, the new owner must go through the procedure again to obtain permitting documentation.
It is also impossible to sell tax debts, since the Tax Code of the Russian Federation does not provide for the transfer of tax obligations.
Cash settlements
The company can be sold:
- at a price confirmed by accounting documentation, that is, the book value of assets and liabilities;
- market price. This sales method is common among companies that generate large income, well-known and prestigious companies. Since these enterprises are profitable to purchase, their price increases based on the well-known name or brand of product;
- auction value, the price is determined based on the results of the auction (auction);
The company's price is reflected in the sales contract and is the main condition for concluding the contract. In the absence of a value clause, the agreement is considered not concluded.
Payment terms after signing the contract
The transfer of a ready-made company is implemented by using one of the following schemes:
- The classic option is a one-time, full payment of the value of the company specified in the contract. For a person selling his company, this scheme is the best, since after the alienation he immediately receives all the money from the sale of assets.
- Installment option - phased payment by the buyer of the cost of the enterprise in equal shares. This payment method is most beneficial in cases where the company is experiencing any problems, or when customer demand is low.
Selling a business in installments
The alienation of an enterprise through installments can be formalized through several changes in the constituent documentation. Thus, the buyer is given part of the purchased property after the next payment is made. Full registration of the company under the new owner occurs only after the final payment of the agreement amount.
Another option for purchasing in installments is pledging shares. The encumbrance is removed after the last payment of the amount under the contract.
Nuances of drafting
The main feature of a transaction for the alienation of an enterprise is the possibility of the parties concluding a preliminary contract. Such an agreement is necessary so that the buyer can check the status of the acquired company, while the seller will be given time to collect all the necessary documentation.
In addition, such agreements stipulate a condition under which, in the event of further refusal of one of the parties to the agreement to sign the main contract, he will be obliged to pay a penalty.
Typically, a preliminary contract for the acquisition of an organization contains the following conditions:
- A list of reasons on which the purchaser may refuse a further purchase without paying any fines.
- Time frame for making the final decision on acquisition or refusal.
- A list of problems that, if detected, may reduce the value of the company.
After the expiration of the preliminary contract, the parties draw up an agreement on the purchase and sale of the business.
The contract for the sale of an enterprise is drawn up in accordance with the norms of civil legislation. The clauses of the contract must go in the following order:
- Information about the seller and buyer (personal data).
- Indication of the place and time of compilation.
- Description of the company (subject of the transaction).
- Duration of the contract. Upon acceptance of the company's acceptance certificate, the term of the main agreement ends.
- Description of the rights and obligations assigned to the parties for the period of validity of the act of implementation.
- Enterprise price calculation.
- Responsibility imposed on the parties for violation of any requirements of the transaction.
- Methods of unilateral termination of a contract and resolution of conflict by judicial method.
- Explanations of situations in which violation of the conditions is possible.
- Additional agreements.
- Details and signatures.
Documents, reporting and transaction registration
The implementation of the enterprise involves the transfer of the following documentation:
To sell the complex, you need to make an inventory of the company, prepare accounting documentation, obtain an audit report, and also obtain certificates from the BTI to evaluate the property owned. Information about debts and obligations is required.
The alienation agreement of an enterprise must be registered in the Unified State Register of Legal Entities. Only after this the transaction will be considered completed.
An application for registration is submitted by both the acquirer and the seller. If one of them evades registration, it can be initiated through the court.
To carry out this procedure, you need to submit the following package of documents:
- Statement from the parties or proxies.
- Receipt for payment of services of the registration authority (for individuals 2000 rubles, for companies 22 thousand).
- Personal documents of the parties.
- Property rights papers.
The fact of business transfer must be recorded before registration begins. An exception may be cases where the parties themselves have agreed on a different procedure. The transfer deed contains information about the composition of the business, data on its shortcomings, and copies of creditor notifications about the alienation. The act is prepared at the expense of the seller, that is, preparation costs are not included in the balance sheet. A certificate of business ownership can be obtained in 10 days.
Advice from a lawyer on selling an enterprise as a whole or individual commercial property of an entrepreneur can be found below.
