Enterprise sale and purchase agreement
_________________ "___" _____________ 200_
hereinafter referred to as the "Seller" represented by ________________________
acting on the basis of ______________________ on the one hand and
______________________________________________________________
hereinafter referred to as the "Buyer" represented by ______________________
acting on the basis of _____________ on the other hand, concluded
this agreement as follows.
1. The Subject of the Agreement
1.1. The Seller offers ownership, and the Buyer buys the enterprise _________________________________________________
as a whole as a property complex.
2. Terms of the contract
2.1. The rights to the company name, trademark, service mark and other individualization of the Seller and its goods are transferred to the Buyer.
2.2. The rights to use the means of individualization of the Seller and his goods, belonging to him on the basis of license No. ___________
registered "__" __________200_, are transferred to the Buyer.
2.3. Seller's rights to engage in _________________________________
activities obtained by him on the basis of a license are not transferred to the Buyer.
3. Composition and value of the enterprise
3.1. The composition of the enterprise being sold is determined in accordance with the inventory act attached to this agreement and includes: ________________________________________________
______________________________________________________________
3.2. The cost of the enterprise is determined in accordance with the documents attached and reviewed by the parties:
an inventory act;
the balance sheet;
· conclusion of an independent auditor on the composition and value of the enterprise;
· a list of all debts included in the enterprise, indicating the creditors, the nature, size and composition of their claims.
The value determined in this way amounts to ___________
______________________________________________________________
4. Payment procedure
4.1. Settlements between the Buyer and the Seller take place in the following order: ____________________________________________
______________________________________________________________
5. Obligations and responsibilities of the parties
5.1. The seller notified in writing all the creditors for the obligations included in the enterprise of the sale of the enterprise. All creditors agreed to the transfer of the debt and sent written notices of this, which are transmitted to the Buyer.
5.2. Since the enterprise includes obligations that the Buyer is unable to fulfill until he receives the appropriate license, the Seller shall be jointly and severally liable to these creditors. The buyer undertakes to do everything necessary actions to obtain the appropriate license and timely fulfillment of these obligations.
5.3. The transfer of the enterprise by the Seller to the Buyer is carried out according to the act of transfer, which indicates the data on the composition of the enterprise and the notification of creditors about the sale of the enterprise; information about the identified shortcomings of the transferred property and a list of property, obligations for the transfer of which have not been fulfilled due to its loss.
5.4. Preparation of the enterprise for sale, including the preparation and submission of the deed of transfer, is the responsibility of the Seller and is carried out at his expense.
5.5. The enterprise is considered transferred to the Buyer from the date of signing by the parties of the deed of transfer. From this moment on, the risk of accidental loss or damage to property transferred as part of the enterprise passes to the Buyer.
6. Rights of the parties
6.1. Ownership of the enterprise passes to the Buyer and is subject to registration immediately after the transfer of the enterprise to the Buyer. The moment of transfer of ownership of the enterprise is determined by the moment state registration this right.
6.2. The Buyer has the right to demand a reduction in the purchase price in the event that the Seller's debts are transferred to him as part of the company, which were not specified in this agreement or the deed of transfer, unless the Seller proves that the Buyer was aware of such debts at the time of the conclusion of the contract and the transfer of the company.
6.3. The Seller, in the event of receiving a notice from the Buyer about the shortcomings of the property transferred as part of the enterprise, or the absence certain types of the property subject to transfer, may immediately replace the property of inadequate quality or provide the Buyer with the missing property.
6.4. The Buyer has the right to demand in court the termination (change) of this agreement and the return of what was performed by the parties under the agreement, if it is established that the enterprise, due to shortcomings for which the Seller is responsible, is unsuitable for the purposes specified in this agreement. These deficiencies have not been eliminated by the Seller on the terms, in the manner and terms established in accordance with the current legislation of the Russian Federation, or it is impossible to eliminate such deficiencies.
7. Final provisions
7.1. This agreement is subject to registration and is considered concluded from the moment of such registration. The contract is made in ___ copies, which have the same legal effect.
8. Legal addresses, payment details and signatures of the parties
Seller buyer
For a legal entity
(full name of the legal entity) (full name of the legal entity)
_____________________________ _____________________________
(legal address) (legal address)
_____________________________ _____________________________
(bank details) (bank details)
_____________________________ _____________________________
(position, full name) (position, full name)
_____________________________ _____________________________
(signature) (signature)
M.P. M.P.
For individual
Full name._______________________ Full name.________________________
Address____________________________ Address____________________________
Date of birth _________________ Date of birth _________________
Place of birth_______________ Place of birth________________
_____________________________ ______________________________
Passport______________________ Passport______________________
(series, number) (series, number)
TIN_________________________ TIN _____________________________
Signature______________________ Signature_________
The concept and conditions of the contract for the sale of an enterprise
The Civil Code of the Russian Federation defines the contract for the sale of an enterprise (hereinafter referred to as the SCP) as a consensual, mutually binding and compensation agreement, according to which the selling party transfers the enterprise as a property complex to the ownership of the acquiring party (Article 559 of the Civil Code of the Russian Federation). In order to recognize the DPP as a prisoner, it must be present in an agreed form essential conditions. Those for this type of trade agreement are the subject of the agreement and its price.
The subject of the DCPP is the transfer of ownership of the object of the contract - the enterprise.
An enterprise as an independent object of civil legal relations has a number of specific features (Article 132 of the Civil Code of the Russian Federation). This is a single property complex, which is recognized as real estate. It is used to carry out entrepreneurial activity and consists:
- from movable and immovable property necessary for the operation of the enterprise;
- claims, debts;
- rights to designations that specifically identify the enterprise, its products, works and services, as well as other exclusive rights.
As part of the rights of claim and debts under this agreement, such rights and obligations as:
- the right to engage in a licensed type of activity (clause 3 of article 559 of the Civil Code of the Russian Federation);
- debt to the budget for the payment of taxes (subparagraphs 1, 4, paragraph 3, article 44 of the Tax Code of the Russian Federation).
The legislator does not provide for special provisions relating to the issue of the price of the contract for the sale of an enterprise. However, in view of the recognition of the SCP object as real estate, the provisions of Art. 555 of the Civil Code of the Russian Federation.
From what moment is the contract of sale of the enterprise considered concluded
P. 1, Art. 560 of the Civil Code of the Russian Federation provides that the contract for the sale of an enterprise is drawn up in writing in the form of a general document. Failure to comply with this provision entails the recognition of the DCAT as invalid (clause 2, article 560 of the Civil Code of the Russian Federation).
The contract for the sale of an enterprise is considered concluded from the moment it is signed by the parties to the transaction.
The transfer of ownership of the complex is subject to mandatory registration with the Rosreestr authorities.
IMPORTANT! On March 1, 2013, the registration of the enterprise purchase and sale agreement was canceled (clause 3, article 560 of the Civil Code of the Russian Federation). Thus, double registration is eliminated - a transaction and a transfer of ownership.
A property complex may consist of individual real estate objects, the rights to which are subject to registration (Article 46 of the Law “On State Registration ...” dated July 13, 2015 No. 218-FZ). Registration of the transfer of rights to each such object is not required when registering the transfer of ownership under the SCP.
The nuances of a business sale and purchase agreement: download a sample document for free
One of the sale options ready business- the conclusion of the DPP. This requires documents, the presence of which is a prerequisite for recognizing the DPP as a prisoner (clause 2, article 560 of the Civil Code of the Russian Federation). These documents are:
- Act of inventory.
- Auditor's report on the object.
- List of obligations included in the complex. It records all creditors, as well as detailed information about their requirements.
- Balance sheet. Before signing the SCP, a separate balance sheet of the object must be prepared.
The composition and value of the object of alienation is determined by conducting a complete inventory of the latter (clause 1, article 561 of the Civil Code of the Russian Federation). The procedure for carrying out this procedure is established by the order of the Ministry of Finance of the Russian Federation “On Approval guidelines..." of June 13, 1995 No. 49 (as amended on November 8, 2010).
The features of business sale transactions are:
- on the one hand, the assignment of the rights of claims of the selling party to the acquirer;
- on the other hand, the transfer of debts to it, which requires the consent of creditors.
In this regard, the legislation defines a special procedure for informing creditors, as well as the consequences of non-compliance with this procedure (Article 562 of the Civil Code of the Russian Federation). Thus, all creditors of the complex must be informed in writing about the transaction before the object is transferred to the acquirer. Their answers should also be clothed in written form(Clause 2, Article 391, Clause 1, Article 389 of the Civil Code).
The actual transfer of the enterprise
The transfer of an object under the DPP occurs by signing a transfer act. At the same time, the selling party is obliged to prepare the object for transfer, as well as draw up a transfer act, unless the participants agreed otherwise (clause 1, article 563 of the Civil Code of the Russian Federation).
This document must contain the following information:
- on the composition of the enterprise;
- informing creditors;
- discovered deficiencies in property and/or lost property.
The enterprise is considered to be actually transferred to the acquirer from the date of signing of this document by the parties to the transaction.
Registration of the transfer of ownership of the object occurs after its actual transfer (unless otherwise contained in the DCPP).
Responsibility of the parties under the DPP
The transfer of an enterprise, the composition and / or quality of which do not meet the DCPP, causes the consequences established general rules on sale and purchase (Chapter 30 of the Civil Code of the Russian Federation). The application of these norms is dispositive, and the agreement may contain otherwise (Article 565 of the Civil Code of the Russian Federation).
Additionally, the acquirer is given the opportunity to demand a reduction in the price of the object, if (clauses 2, 3 of article 565 of the Civil Code of the Russian Federation):
- he passes with the shortcomings recorded in the DPP or the transfer act;
- the complex contains debts (obligations) that are not noted in the DCPP or the deed of transfer (except if the selling party proves that the acquirer was informed about such debts).
The selling party, having received a message from the acquirer about the shortcomings of the object, has the right (clause 4 of article 565 of the Civil Code of the Russian Federation):
- to replace the property of inadequate quality;
- provide the acquirer with the missing property.
Taking into account the specifics of the DCPP, the legislator significantly limited the rights of the participants in the transaction to amend or terminate the agreement. So, the acquirer has the right to make such claims, as well as a claim for the return of what was performed under the contract (bilateral restitution), in the course of judicial proceedings only if there are circumstances specified in paragraph 5 of Art. 565 of the Civil Code of the Russian Federation.
Sample agreement to sell a business in installments
At the conclusion of the DPP, the parties have the right to provide for a condition on the payment by installments. In this case, it will be essential to agree on the amount of payments and their schedule (Article 489 of the Civil Code of the Russian Federation). For more information about the agreement with installment payment - in the article Purchase and sale agreement with deferred payment - sample.
A feature of the acquisition of an enterprise with an installment plan is that, by virtue of the law (clause 5 of article 488 of the Civil Code of the Russian Federation), the object will be pledged to the seller. Mortgage (mortgage of real estate) is established simultaneously with the registration of the purchaser's property rights.
IMPORTANT! The DCPP can establish that the ownership of an object already transferred under an act is retained by the selling party until it is fully paid (clause 3, article 564 of the Civil Code of the Russian Federation). In this case, the acquirer has the right to dispose of the object only to the extent necessary for the implementation of its activities.
Preliminary contract for the sale of a ready-made business: sample
The Preliminary CAT does not fundamentally differ from any other similar agreement. Detailed information on this topic can be obtained from the article How to compose preliminary agreement buying and selling?
The legal meaning of such a document is that either party has the right to demand:
- conclusion of the main agreement and compensation for losses caused by the delay in its conclusion;
- compensation for losses incurred in connection with the counterparty's evasion from signing the main agreement, if its signing did not take place due to reasons for which he is responsible.
Using a sample agreement for the sale of a ready-made business may be justified if the acquirer is interested in purchasing any particular business structure and needs to accumulate sufficient funds to acquire the business Money.
Thus, despite the apparent complexity of the design and a large number of documents required for the recognition of the CAT as concluded, the procedure for preparing the contract is regulated in sufficient detail by the norms of the law, and the structure itself does not differ so significantly from other trade agreements.
enterprises in a person acting on the basis of , hereinafter referred to as " Salesman”, on the one hand, and in the person acting on the basis of , hereinafter referred to as “ Buyer”, on the other hand, hereinafter referred to as the “Parties”, have concluded this agreement, hereinafter “ Treaty" about the following:- Under this agreement, the Seller undertakes to transfer the enterprise as a whole as a property complex to the ownership of the Buyer, with the exception of rights and obligations that the Seller is not entitled to transfer to other persons.
- The rights to the trade name, trademark, service mark and other means of individualization of the Seller and its goods, works or services, as well as the rights belonging to him on the basis of licenses to use such means of individualization are transferred to the Buyer.
- The Buyer does not transfer the rights of the Seller, received by him on the basis of a permit (license) for occupation.
- According to the current rules full inventory and this agreement the company is sold in the following composition: .
- The value of the enterprise being sold in accordance with the inventory report drawn up prior to the conclusion of this agreement, the balance sheet, the conclusion of an independent auditor on the composition and value of the enterprise, as well as a list of all debts (obligations) included in the enterprise, indicating creditors, the nature, size and timing of their requirements that are mandatory annexes to this agreement - amounts to rubles and is paid in the following order: .
- According to this agreement on the sale of the enterprise, the Seller transfers to the Buyer all the property, rights and obligations specified in the annexes to this agreement.
- notifies the creditor in writing of the obligations included in the sale of the enterprise, prior to the transfer of this enterprise to the Buyer.
- The transfer of the enterprise by the Seller to the Buyer is carried out according to the deed of transfer. It contains data on the composition of the enterprise being sold, on the notification of the creditor about the sale of the enterprise, information on the identified shortcomings of the transferred property and a list of property, the obligations for the transfer of which were not fulfilled by the Seller due to its loss.
- Preparation of the enterprise for the transfer, including the preparation and submission of the deed of transfer, is the responsibility of the Seller and is carried out at his expense.
- The enterprise is considered transferred by the Seller to the Buyer from the date of signing of the deed of transfer by both parties.
- In case of receipt of the Buyer's notification about the shortcomings of the property transferred as part of the enterprise, or the absence of certain types of property subject to transfer in this composition, the Seller may immediately replace the property of inadequate quality or provide the Buyer with the missing property.
- After the transfer of the enterprise to the Buyer, the Seller and the Buyer shall be jointly and severally liable for the debts included in the transferred enterprise, which were transferred to the Buyer without the consent of the creditor.
- The risk of accidental loss or accidental damage to property transferred as part of the enterprise passes to the Buyer from the moment the enterprise is transferred to him.
- The ownership of the enterprise passes to the Buyer from the moment of state registration of this right.
- The Buyer has the right to demand in court the termination or amendment of this agreement and the return of what was performed by the Parties under the agreement, if it is established that the enterprise, due to shortcomings for which the Seller is responsible, is unsuitable for use in connection with its direct purpose, and these shortcomings have not been eliminated The Seller on the terms, in the manner and within the time limits established in accordance with the Civil Code of the Russian Federation, other laws, other legal acts, or it is impossible to eliminate such shortcomings.
- This agreement is made in copies and is considered concluded from the moment of its state registration.
The page contains a sample contract for the sale of an enterprise. It can be downloaded absolutely free of charge by clicking on the direct link in the appropriate block.
Enterprises, like any objects of buildings and structures, are bought and sold. Upon reaching certain agreements between the parties, the process of writing and agreeing on a written document takes place. Enterprise sale and purchase agreement has its own specifics among other contracts, which will be discussed in this article. The main features of the purchase and sale of the enterprise are the points of the subject and the description of the property. Competent design and fixing all the data from the title documents play the most important role in the creation.
An organization is a complex object of structure that requires precise and correct description all components of the premises. Cadastral numbers, floors, wall material, quantitative components - all these are integral parts of the agreement on the alienation of the enterprise. A mandatory paragraph must fix the value of the enterprise, without which the contract will be invalid, not legitimate. The procedure for settlement and the moment of transfer must also be clearly indicated in the transaction.
Mandatory clauses of the contract of sale of the enterprise
:- Name, date, city or other locality of the conclusion of the transaction;
- Listing the details of the seller and the buyer in exact accordance, checking each number and letter;
- The subject of the contract is the real estate to be supplied, its address, specifications, features, structure, number of storeys, wall material and more;
- Rights and obligations, responsibility, general provisions legislation;
- Price, payment procedure, moment of transfer;
- Final provisions, signatures and transcript of the participants.
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