Buying a business in the CHR (cafés, hotels, restaurants) sector can be an excellent opportunity to start up a business or expand in a buoyant sector. However, there are major financial and legal issues involved. A poorly prepared purchase can quickly turn into a nightmare. Here are the key stages in making a safe acquisition.
1. Understanding the specific characteristics of a CHR business
A business is a collection of tangible assets (furniture, equipment, goods) and intangible assets (clientele, trade name, leasehold rights) used to run a commercial activity. In the on-trade sector, these items are particularly important:
- Customers and location : A good location is essential to attract regular customers.
- Operating licence To sell alcohol, you may need a specific licence (licence III or IV).
- Standards and regulations : CHR establishments are subject to strict regulations, particularly in terms of hygiene and safety.
Before taking the plunge, clearly identify your objectives and make sure that the fund you're looking for matches your project.
2. Carry out an in-depth analysis of the business
When you buy a business, you need to carry out due diligence, i.e. rigorous verification of the essential elements of the business:
- Financial diagnosis Examine the balance sheets for the last three years. This will enable you to assess profitability and detect any anomalies.
- Legal study Check that the seller is the owner of the business and that the company is not subject to any legal proceedings.
- Analysis of the commercial lease The right to a lease is an essential component of a CHR business. Make sure you know the remaining term of the lease, the conditions for renewal and whether you are authorised to operate the business you want.
Review of current contracts : Supplier or maintenance contracts must be examined to avoid disadvantageous commitments.
3. Drafting and securing the purchase agreement
The deed of sale is a central document that formalises the transaction. It must contain compulsory information, such as :
- The identity of the parties.
- The detailed selling price.
- Description of the items in the collection.
- The guarantees provided by the seller (in particular the guarantee against eviction and the guarantee against hidden defects).
To ensure the security of the purchase, it is essential to consult a lawyer specialising in business law. This professional will not only be able to ensure that the deed complies with legal requirements, but will also be able to incorporate guarantee clauses tailored to your interests (for example, a price adjustment or non-competition clause).
4. Arrange administrative formalities
Once the deed of sale has been signed, a number of steps must be taken:
- Publication of the purchase The acquisition must be published in a legal gazette.
- Tax registration The sale price is subject to registration duties, which are generally payable by the buyer.
Changes to the company's articles of association If you are operating the business as a company, don't forget to adapt the articles of association accordingly.
5. Avoid common pitfalls
There are a number of pitfalls that can jeopardise a successful purchase:
- Underestimating fixed costs Make sure that your costs (rent, staff, raw materials) are compatible with your turnover.
- Ignoring specific standards : CHR establishments often have to carry out work to comply with standards (accessibility, fire, hygiene). These costs need to be anticipated.
Neglecting legal support A mistake in the deed of transfer or an omission in the checks can lead to costly disputes.
Why use a lawyer specialising in business law?
A lawyer specialising in business law, in Paris or Nice, is an essential ally in securing the purchase of a CHR business. His or her expertise enables :
- Identify legal risks.
- Negotiate protective clauses in the deed of sale.
- Ensure that all formalities are carried out correctly.
By entrusting your project to an experienced law firm, you maximise your chances of success while limiting unforeseen circumstances.
Conclusion
Buying a CHR business is a strategic operation that requires meticulous preparation and appropriate legal support. Whether it's analysing the documents, securing the deed of sale or anticipating the formalities, each stage must be carried out rigorously. Don't hesitate to consult a business lawyer to turn your acquisition into a lasting success.
If you would like personalised advice on your project, contact our law firm in Paris or Nice. We will be delighted to support you in your entrepreneurial adventure.
