Types of acquisition
There are two ways to acquire an existing company in Belgium:
- Purchasing the business assets from their owner;
- Purchasing shares in the company.
The purchase of business assets only involves the transfer of physical assets (equipment, furniture, machinery, vehicles, merchandise, etc.) and intangible assets (clientele, trade name, brand, reputation, know-how).
The purchase of company shares, however, involves in addition to the purchase of these assets, the acquisition of the company's receivables and liabilities.
The transfer fee shall be paid by the transferee (Art. 1593 of the Civil Code).
If the company has employees, the purchaser must comply with all the obligations arising from employment contracts in effect at the time of the purchase.
Steps in the acquisition process
Purchasing the business assets
Whenever a company transfers its business assets, it must be represented by the competent body, as the transaction involves an agreement drawn up between the transferor and the purchaser.
The purchase price for the business assets may be set without restriction (except in the case of pharmacies).
A precise agreement, accompanied by an inventory, will facilitate the transaction for accountancy purposes. A physical inventory should therefore be performed on the day of delivery.
The agreement for the transfer of the business is accompanied by the transfer of the occupancy title. This can take two forms: the transfer of the lease or the sub-lease.
Purchasing shares in a company
When purchasing shares, it is important to ensure that no liabilities have been omitted from the stated figures (tax, VAT, social security charges, etc.). A tax certificate (valid for one month) should be obtained for this purpose.
In the absence of this document, there is joint and several liability between the seller (transferor) and the purchaser (transferee) for the payment of tax liabilities.
The transfer agreement must be registered with the registry by the purchaser within 15 days.
Retiring business owners need to plan the transfer of their business in advance.
Some standard requirements to be completed when taking over a business are the same as when setting up a new business.
A tax certificate is available upon written request to the FPS Finance, Administration of Direct Contributions.