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Publication date: 02.10.2024
I am studying in the third year of the State University of Economics and Technology.I specialize in contractual, economic and corporate law, in particular, I provide consultations and write articles.
Buying a ready-made company certainly has its advantages, but it is also associated with risks that should be carefully evaluated before making a decision. Here are some key points to consider:
Advantages of buying a ready-made company:
- You get a ready-made company, which allows you to enter the market faster.
- A ready-made company already has the necessary capital, which can be critical for participation in tenders.
- An opportunity to acquire real estate or equipment already owned by the company.
- Ability to demonstrate experience in business, which can be useful for attracting customers and partners.
- A company with history can look more reliable in the eyes of counterparties.
Risks of buying a ready-made company:
- Often the company's financial history remains hidden, which can lead to unexpected expenses.
- Possible legal problems that can negatively affect your activities.
- If the company had a negative reputation, this may reflect on the new owner.
- Before purchasing, it is important to conduct a thorough audit to identify potential problems.
Question
How to prevent negative consequences at the stage of choosing a company?
Answer
Conduct a detailed analysis of the company's financial and legal documentation. Hire professionals to conduct a full audit of the business prior to purchase. Hiring a corporate lawyer or consultant will help avoid many risks. Research reviews and reputation of the company among counterparties. In general, buying a ready-made company can be a profitable strategy, but requires careful preparation and analysis.
The procedure for purchasing a share of an LLC:
Buying a share in an LLC by replacing the founders (participants) does have several stages that are important to follow carefully to avoid legal problems. Here is a more detailed description of each of these stages:
- Conclusion of the share purchase agreement: It is important to familiarize yourself with the founding documents (statutes) of the company in order to understand the terms of the share sale. Draw up a contract that clearly spells out the terms of the agreement, including the value of the share, payment terms and other important aspects. After signing the contract, the notary must certify the signatures of the parties on the act of acceptance and transfer of the share.
- State registration of changes in information: After concluding the contract, it is necessary to prepare a package of documents for state registration of changes in members of the LLC. This may include: copies of the purchase and sale agreement, the act of acceptance and transfer of the share, an application for state registration of changes. The signatures of the parties on the documents submitted to the registration body must be notarized.
- Registration of change of information on final beneficiaries: After successful registration of change of participants, it is necessary to register new information on final beneficiaries. This is important to ensure business transparency. If you wish, you can make changes to the company's charter, for example, to update data on new members or change the terms of business.
Share purchase and sale agreement:
The purchase of a share in an LLC through the conclusion of a sales contract is an important legal procedure that requires compliance with certain requirements and rules. Here are more details on the main aspects of this process:
- Form of the contract: The contract is concluded in writing. Although the law does not require notarization, it can be done at the request of the parties (part 4 of article 209 of the Civil Code).
- Parties to the contract: The buyer can be both a legal entity and an individual. If the buyer is a legal entity, it is necessary to confirm the authority of the representative who signs the contract (through constituent documents or a power of attorney). A natural person must have documents confirming his identity (passport) and be fully competent (Article 34 of the Civil Code).
- Content of the contract: A clear definition of the share to be purchased, the value of the share agreed by the parties, the term of the contract. Determination of when and how payment will be made. Indication of when the rights to the share are transferred to the buyer. Description of the procedure for transferring rights to a share. Conditions under which changes will be registered in the Unified State Register.
Question
Is it necessary to draw up a deed of acceptance-transfer?
Answer
The act of acceptance and transfer is a document that confirms the actual transfer of the share from the seller to the buyer in accordance with the concluded contract. The deed is not an independent document and is drawn up for the execution of the share purchase agreement. It is an integral part of this contract. The contract may state that the ownership of corporate rights is transferred to the buyer from the moment of signing the act of acceptance and transfer. The act must contain information about: the parties to the agreement, the subject of the transfer (description of the share), the date of transfer, signatures of the parties.
- Before concluding the contract, it is recommended to conduct a legal review of the company and its financial status.
- The involvement of a lawyer will help to avoid possible mistakes and ensure the correct preparation of documents.
- After concluding the contract and signing the act, prepare all the necessary documents for registering changes in the EDR.
State registration procedure:
Registration of changes in the members of the LLC is an important stage after the conclusion of the share purchase agreement. Here is a detailed description of the process of making changes to the Unified State Register:
- According to Part 5 of Art. 17 of the Law of Ukraine "On State Registration of Legal Entities, Individuals - Entrepreneurs and Public Organizations", the following documents are submitted to the state registrar to register the transfer of a share in the authorized capital of an LLC:
- Application for state registration of changes: The application must be made in accordance with the requirements of the law and contain all the necessary information.
- Document on the payment of the administrative fee: Payment of the administrative fee is a mandatory condition for registration of changes. The amount of the fee may vary depending on the region and type of change.
- Act of acceptance and transfer of the share: This document confirms the actual transfer of the share from the seller to the buyer.
The procedure for submitting documents
- An application for registration of a change in the composition of participants can be submitted both by the person who alienated the share and by the new owner. This simplifies the registration process and avoids delays.
- In the case of buying a share on the basis of a contract, holding a general meeting of participants is not mandatory, which simplifies the procedure.
- The state registrar is obliged to register changes within 24 hours from the moment of receipt of all necessary documents, if the submitted documents meet the requirements.
- If there is a need to change the charter in the new composition of participants, this can also be done during the registration process, but it is not mandatory.
Lawyer services when acquiring a company:
When acquiring an established business, legal services can be extremely helpful in ensuring the security of the deal and avoiding potential risks. Here are the main types of legal services:
Lawyer consultation and legal analysis of the situation: The lawyer services online will analyze the company's financial and legal documents. Identification of possible debts, obligations and legal problems. Lawyers online will evaluate the company's assets and liabilities. Identification and analysis of risks associated with business acquisition. Development of strategies for their minimization.
Assistance of a lawyer for the execution of the agreement: Drafting and verification of the purchase agreement, including all essential conditions. Advice on the legal aspects of the deal and the structure of the purchase. Notarization of signatures and documents (if necessary). Preparation of documents for state registration of changes in the composition of participants or the charter. Consultations on the registration procedure and submission of documents to the registration authorities.
Services of a lawyer during negotiations: The lawyer guarantees the representation of the client's interests during negotiations with the seller. Help in achieving the most favorable terms of the agreement. Reviewing the company's existing contracts and assessing their impact on new business. Determination of possible risks associated with existing agreements. Resolution of disputed issues that may arise during the purchase process. Protection of the rights of the new owner in case of legal claims.
Acquiring a new company can be an effective way to expand your business if you consider all of the above aspects and conduct thorough preparation. The professional lawyer help and financial consultants will also be useful for the successful completion of the transaction. The involvement of a lawyer when purchasing a ready-made business allows you to ensure the legal purity of the transaction, minimize risks and protect the interests of the buyer. A lawyer advice will help avoid potential problems in the future and ensure a successful start of a new business.
