SUPPORT OF TRANSACTIONS OF PURCHASE AND SALE OF BUSINESS
THE TRANSACTION OF PURCHASE AND SALE IN RUSSIA
The main problem of transactions of purchase and sale of business in Russia is that the Civil Code does not directly regulate legal relations connected with disposal or acquisition of objects of ready business. The only thing relating to transactions for the purchase and sale of businesses, are covered in the legislation for the sale of the company. In accordance with the norms of the civil legislation, the company is a property complex used for entrepreneurial activity and which includes real estate, raw materials, products, equipment, accounts payable and accounts receivable, intellectual property. The company is a property and can be object of purchase and sale and other transactions, the contract of sale of the enterprise, and the right of ownership, subject to mandatory state registration.
Advising on the sale of a business always begins with preparation. In the process of preparation of the Lawyer Alexandra Nikitina A. not only identify problem companies for sale in the legal field or in its financial position, but will warn the prospective buyer about possible problems with existing counterparties and creditors. The task of the attorney is to deal in the sale of the business was absolutely “clean” from a legal point of view, and do not entail negative consequences for the parties.
The lawyer is engaged in legal support of transactions of purchase and sale of business, carefully check all the registration, incorporation, and internal documents of the company being sold concluded its agreements with counterparties in compliance with the current legislation of the Russian Federation. Questions about the composition of creditors, the analysis of existing treaties and contracts of the company, of rights to objects of intellectual property, check licensing and personnel documents require considerable effort, knowledge and experience.
It should be noted that a sale of business as a property complex requires considerable time and money. In the transaction of purchase and sale of the business will need to conduct a complete inventory of the enterprise, attract a specialist to obtain their opinion on the composition and value of an enterprise, accounts payable, an assessment of the value of the enterprise, and to make the state registration of the enterprise as a property complex and then transfer of ownership to him.
WAY OF SALE OF BUSINESS
Mainly the sale of a business occurs through the alienation of equity in legal entities owners of enterprises with the aim of further use of this participation to manage the activities of the enterprise and profit. As a result of this transaction is the replacement of members of the legal entity, which is issued by amending its constitutive documents are subject to obligatory state registration. The method of sale company is the most convenient because it does not require significant investment, time and effort.
However, you should consider the fact that this way of selling firms is not always appropriate parties to the transaction (for example, if the seller — individual entrepreneur or legal person has several businesses, or the buyer not want to assume the “debt history” of the company). In such cases, the exclusion of business occurs through re-registration in the name of the new organization or entrepreneur all the fundamental of enterprise’s contracts, assignment of rights requirements, the conclusion of contracts of purchase and sale of real estate, equipment and other property. This complicates the process of transfer of business. In addition, the disadvantage of this form of transfer is the inevitable loss of such important components, such as a license, without which the legitimate functioning of the organization impossible.
SERVICES IN SUPPORT OF TRANSACTIONS
Lawyer Alexandra Nikitina A., specializing in support of transactions of purchase and sale of a business advises before deciding on the purchase of ready business is always to conduct a legal expertise of the acquired company. In the course of legal examination checks all the company minutes of meetings of members, decisions, orders, or other internal regulations of the organization; explores their chronology and sequence in order to prevent concealment from the buyer relevant information on the previous in the company decisions. When conducting due diligence carefully examines the history of the company, revealed the origin of the assets, identifies various violations of the law committed in particular during the privatization of the shares. Selling a business check and for violations of the rights of participants when they change, the presence or absence of encumbrances of the assets of the company.
In order to protect the interests of the buyer identifies all legal entities and individuals ever possessing the right to dispose of the assets of the company, which requires submission of notarized receipts, showing no off-balance sheet liabilities during the relevant time period.
One of the goals of legal expertise of the enterprise in the process of preparing the business for sale is a full analysis of the personnel documentation of the company, the study of its staffing, labor contracts and civil agreements on labor. Very carefully approach the issue of labor relations in the company. All employees and workers must be signed labor contracts, which guarantee a potential buyer dropped frames. This is particularly important in the case when the sold the company carries out its activity based on license. Since it is usually one of the conditions of business, which requires a special permit of state bodies is the availability of the statutory number of employees in the company professionals with relevant education and certification of the loss of professionals can turn unexpectedly vexing problem of the buyer of the business. For the buyer of business it is important that the license has not been suspended. That is why when selling a business, the issue of maintenance of personnel is very important and requires close attention to the stage of preparation for purchase business.
Upon completion of the process of preparing the business for sale, the lawyer represents the client with a report on the work performed, which on the basis of the conducted legal examination of the enterprises will inform the client of all risks associated with the transaction for the sale of the business. There are times when a lawyer can warn You against buying the company in case of unreasonably large risks.
Lawyer Alexandra Nikitina A. city of Simferopol professional will be able to prepare Your business for sale, and to inspect the business, before the transaction of purchase and sale of the company. It is particularly important that the whole procedure is legal support of transactions of purchase and sale of business lawyer is strictly confidential.