Six essential points in your sales contract company

purchase contract attorney company

It occurs quite often buying a complete business, facilities assembly comprising, industrial heritage and customer relationships. This is subject to adequate preparation of his Company sale agreement.

Unlike the case of company mergers or takeovers, there is the possibility that the acquirer of the company is not subrogated to all legal relationships of the seller, unless otherwise expressly provided.

There is no express provision in the Code of Commerce, although Article 291 mentions the case of the "transfer of property".

In principle, does not require any special formality, although recommended in writing and the best possible wording, making specific provision of the following:

1.-Industrial property company: The transfer of the undertaking will involve their brands and their products, unless otherwise agreed. You would agree that the seller conservase trade names.

2.- Seller's existing contracts with third: The contracts are sold as a subject company with legal personality, whereby in principle, not passed to the buyer but remain in place with the company in the transaction. Regarding relations, the new employer is subrogated to work obligations and previous social security (art.44 ET).

The insurance contracts remain in effect with the new buyer unless otherwise agreed (art. 34 LCS).

3.- Licenses and permits: It is very convenient if the administration ensure that grants, will pose some difficulty to subrogation by the new owner. This is critical.

4.- The debts to third parties: If the acquired company has legal personality (for example, is an S.L. or the S.A.) debts remain at the company purchased. Is, established a number of joint liability guarantees at both labor (Arts. 44 Y ET 127.2 LGSS), as in the fiscal (art. 42.1 LGT) as in the leases (art. 32 LAU).

5.- Company credits: If the company lacks legal personality, credits are not passed to the purchaser, without the express consent and notification to the debtor (art. 347 C.Com).

6.- Security interests: If real company with real guarantees, continue with them, the contract unless otherwise agreed.

Ultimately, Regulación is the diverse, depending on whether the company is incorporated or is an establishment of a natural. Given the importance of these operations, if you are making a Company sale agreement, we recommend the advice of an experienced attorney.

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