The business must be made up of customers and ridership. It also includes, all other goods necessary for the exploitation of the business such as the commercial name (sign), the right to lease, the commercial furniture, the merchandise and the tools.
1.The contract of sale
Any sale or transfer of a business goodwill as well as any contribution to a company or any allocation of a business by sharing or auction is recorded by a contract in the authentic form or under private signature. The contract must meet the conditions of substance, in this case, consent, capacity, object and cause and must mention obligatorily the elements stipulated in article 81 of the commercial code:
1) the name of the seller, the date and the nature of his act of acquisition, the price of this acquisition by specifying distinctly the prices of the intangible elements, the goods and the material;
2) the state of the inscriptions of the privileges and pledges taken on the fund;
3) if applicable, the lease, its date, its duration, the amount of the current rent, the name and address of the lessor;
4) the origin of ownership of the business goodwill.
In the event that one of the above mentions does not appear in the contract or is incorrect, the purchaser may request the cancellation of the contract if the absence of this mention or its inaccuracy has been prejudicial to him.
In both cases, the action must be brought within a maximum period of one year from the date of the contract.
The amount of the sale is deposited with an organization duly authorized to hold deposits.
2.The formalities of registration and deposit at the trade registry
In order for the transfer of the business goodwill to be validated, it must be registered.
Indeed, the law requires the registration of any contract related to a transfer of ownership, whether it concerns real estate, a business or a lease. The sale of a business goodwill is subject to the rules of common law, its registration must be made with the tax authorities within one month of its signature and it must be filed with the clerk’s office of the commercial court within fifteen days of its date.
The sale of the business goodwill must be subject to the formalities of publicity in accordance with the legal requirements of the Commercial Code. This publicity allows non-registered creditors to make themselves known and to act to make their rights known.
An extract of the sale contract is published in full and without delay by the secretary registrar, at the expense of the parties, in the Official Bulletin and in a newspaper of legal announcements. This publication is renewed by the purchaser between the eighth and the fifteenth day after the first insertion.
Written by Nezha BELKHADIR Legal Manager