Taking over a business is a project that develops over several months. After making a personal assessment, after identifying the company to be taken over, and before making an offer to buy, the candidate for the takeover must make an inventory. For this, it is necessary to carry out diagnostics and audits of the company. We are talking about various types of acquisition audits (legal, accounting and financial). They are essential to know the accounting, financial and legal situation of the company you want to buy …
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Legal audit: first step
Each company produces legal documents, makes decisions following general assemblies, publishes legal announcements … All of these elements constitute a source of very useful data for judging the general condition and the administrative management of the company to be bought. Among these documents on the company for sale, one can list the legal documents internal to the company. These include, for example, the following documents, which vary from case to case:
- commercial lease ;
- deeds of property;
- concession or franchise contracts;
- employment contracts in the case of employees.
In terms of “public” documents or more precisely accessible to the public via databases, we find in particular:
- extract K (sole proprietorship / natural person) or Kbis (company) or extract L for secondary establishments;
- company statutes;
- minutes of meetings.
For all these documents, make sure you have the most recent. The company’s ability to communicate the documents it holds is a good indicator. The statutes must be up to date with any changes. Their content makes it possible to ensure the legal consistency of the company: corporate object, address of the head office, conditions of approval of a partner or shareholder … Normally, the articles of association must correspond to the data in the Kbis extract.
The Kbis extract, a wealth of information
For extracts K, Kbis, or L, the document provided must have been issued shortly before you consult it. These documents come from the registers of the registry of the commercial court on which the company depends (or from the commercial chamber of the district or high court in Alsace and Moselle). This ensures that you have up-to-date documents.
The Kbis extract is a good source of legal information. It contains the following data:
- name of the registry office;
- company name, acronym, company sign;
- identification number (formerly Siren number) and NAF code;
- legal form (EURL, SASU, SARL, SAS, SA, SCI, etc.);
- amount of share capital;
- addresses of the head office and the main establishment, and if there are any, secondary establishments in the European Union or in the European Economic Area;
- duration of the company;
- date of incorporation;
- detailed activity;
- domain name of the company’s website (s);
- function and identity (name, first name, date of birth, municipality of birth, nationality and address) of the chief executive officer, directors and auditors;
- reference to compulsory authorizations for regulated professions.
The Kbis extract also contains the decisions of the Commercial Court in matters of collective proceedings: safeguards, receiverships and liquidations. In the context of a business takeover, you thus obtain reliable information. Indeed, the document that you will obtain is signed and certified by the clerk. Use this source of information, especially since it is accessible without asking the company you are interested in.
After this first step, if the company meets your criteria and still seems valid to you, you can continue your recovery project. You will need to perform accounting and financial audits of the business.
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