Legal support of sale and purchase of business
Sale and purchase deals of a ready-made business require definite clarification of details and compliance with formalities. Otherwise, it is impossible to guarantee its legality and security, as well as respect of both parties’ interests. Therefore, entrepreneurs seek advice of a lawyer who specializes in legal support of business sales.
Conventionally, such transactions can be divided into two categories: the acquisition of a share in the company and the acquisition of company’s assets.
If you purchase share in a company, you need help of corporate lawyers. Their help reduces risk of misunderstandings between the parties when concluding a contract and will prevent entrepreneurs from entering into agreements on unfavorable terms in future. It should be noted that professionals perform all actions in the shortest possible time. Therefore, cooperation with a qualified lawyer also speeds up the process of starting up business.
VALEN deals with corporate issues providing consultations and support to individuals who seek to buy or sell a stake in business. Depending on the particular needs of the client, we offer following types of services:
1) Legal Due Diligence
This service involves professional assessment of legal risks that may arise after conclusion of agreement. Without help of qualified lawyer, you will not be able to objectively assess possible difficulties, as well as exclude or minimize negative consequences. Nevertheless, they often occur after conclusion of agreement or acquisition of assets. Only a professional will help to find out whether the seller is involved in lawsuits, whether his property is not seized. Also, only a qualified lawyer can determine whether the transaction is likely to be invalidated.
Due diligence includes following procedures:
- checking licenses and permissions which are necessary for work in the chosen field;
- professional and detailed analysis of set-up, primary and other documents;
- analysis of authorized capital, rights of co-founders, legality of company’s assets’ formation;
- checking real estate and personal property of the object in which you are going to invest;
- clarification of whether legal disputes have been initiated against the business, whether the authorities have seized property, or whether there are other risks;
- checking whether creditors or contractors of the company will file claims after purchasing business or a share in it;
- confirmation of whether business complies with labor, migration, and other legislation;
- analysis of document flow and governing bodies’ work.
2) Support of transfer of a share in the company or the entire company
This transition can be made in the form of acquisition, merge, split up. The law regulates procedure for each of these cases separately. Legal support of sale of business from VALEN specialists in this case includes following procedures:
- legally competent execution of decisions of the General meeting of members or the Board of Directors;
- amendments to set-up documents and other documents;
- drafting a share transfer agreement;
- support of documents’ notarization and its submission to the authorities;
- preparation of transfer certificate and compliance with other accounting formalities;
- preparation of set-up documents and all other legal documents for newly formed companies, if necessary.
If you need to support purchase and sale of business in the form of acquisition of assets, competent specialist will offer to conduct Due Diligence of company’s assets. It consists of several stages. The first is inventory of tangible and intangible assets. In other words, the specialist will make sure that you acquire exactly the amount of tangible and intangible property that is stated in the contract.
Second stage is assessment of assets with involvement of authorized appraisers. At this stage, specialist’s task is to confirm or deny whether the business meets seller’s stated value. Finally, lawyer will choose legal form of property transfer. It will determine how best to execute transaction in order to protect client’s interests and protect it from possible risks associated with acquisition of ready-made business.
All types of property will be considered, including explicit and implicit assets, liabilities, including claims and credit indebtedness, commercial name and brand name, trademarks (service marks), know-how, patents, licenses, special licenses, and business reputation (goodwill).
Then transferring method is selected depending on the specifics of business. Transfer may be carried out as a single property complex or by accompanying business sales transactions with separate agreements for each type of property. At the same time, confidentiality of business information, technological processes, know-how, as well as conditions of maintaining the previous management and employees is mandatory.
VALEN specialists are highly experienced in the field of supporting business purchase and sale deals. Therefore, we will undertake legal and financial audit of the acquired company. Audit results will be issued in the form of legal conclusion containing the identified legal risks and an overall assessment of the feasibility of entering a transaction.
VALEN lawyers will support the whole procedure starting from business assessment till making a deal. We work in Moscow and other cities of Russia. Please leave your request on our website or contact us at +7 (495) 7-888-096 if you want to get consultation.