The term "takeover " covers:
- a business person taking over an existing structure which provides more rapid benefits as regards clients, suppliers and staff, than if a company had to be set up;
- an existing business looking to develop or strengthen itself;
Types of takeover
A takeover may take various forms:
- Acquisition against payment:
- purchase of shares : only the legal ownership of the shares changes hands;
- purchase of business assets : the assignee purchases the customer base, rights to the lease, business name, and company material and merchandise;
- l'acquisition of part of an existing company;
- buying some of the assets of a company
- Acquisition free of charge.
A transfer free of charge (e.g. in the case of family succession) may take place through a will or donation. In both cases, the Civil Code imposes certain restrictions.
Steps in the takeover process
You have several possibilities for organising a company takeover, one being the takeover holding. If the assignees are employees or directors of the company that the owner wishes to withdraw from, they may create a holding for the takeover. They then take out a bank loan which is repaid using future profits of the company.
If the assignee reaches an agreement with the current owner of the company, a transfer contract must be drawn up. This includes the procedures, financial information on the transferred company, and the purchaser's obligations.
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.
The Centre de formalités (Chamber of Trades) and the Espace entreprises (Chamber of Commerce) provide help with formalities and administrative procedures.
The Guichet entreprises business portal provides online forms.
The administrative formalities for a takeover are similar to those for setting up a new company.
However, the assignee must provide information to the representatives of the employees affected by the transfer, including: date and reasons for the transfer, the legal, economic and industrial relations consequences, as well as measures planned for their benefit.
The Guichet entreprises business portal provides a wealth of information to anyone taking over a business.
The Grand Duchy has established two Companies Exchanges through its professional chambers:
- one specialising in commercial activities falling under the Chamber of Trades;
- the other specialising in commercial activities falling under the Chamber of Commerce.