Purchase-Sale Protocol Aempresa.es

I Previous considerations

Aempresa.es was born with the intention of professionalizing the business buying and selling market, which at this time is atomized in many spaces and is offered by people who are not familiar with the complexity of the different processes in this type of operations.

One of the most common processes to acquire a small or medium-sized company is to go to real estate agencies, if not to local intermediaries, that is, people without the specific preparation to give real value to the intermediation operation, licenses, accounts, social forms. , activities, employment information, operation risks, taxes to pay, etc... and to be able to plan the roadmap with which to close the transaction.

It is for this reason that Aempresa.es ensures that its collaborators are professionally dedicated to business advice. We must realize that advisors, consultants, economists and lawyers are the natural and professional channel to deal with, and add value to, this type of intermediation.

During this protocol we are going to use the term company or business, not only to refer to commercial companies but to any form of management of an economic activity, which each businessman will have configured according to his interests. Sometimes social shares will be transferred, other times only the goodwill will be transferred, in some there will be a real estate asset or transfer of leases, or websites or, in general, any business that can be acquired by another, and that is where one of our greater skills, provide the best viable solution.

 

II Confidentiality

For Aempresa.es, confidentiality is a fundamental pillar for the successful completion of operations.

From the moment a company advertises that it is for sale, it begins to lose value. Companies are not for sale, but companies are sold.

It should be taken into account that advertising that a business is for sale puts you in a position of weakness in the face of a possible offer and, therefore, the price will always be lower than expected. Customers may fear a change in product and look for alternatives, workers think about their future, which may be uncertain after a change in management, and suppliers are uncertain about whether they will continue working with the company.

It is for this reason that the system automatically hides the address of the company for sale and our agents are required not to provide data in the advertisement that could locate the business for sale beyond what is strictly necessary.

 

III Purchase intention

Potential acquirers of the company will sign a document in which they undertake that the request for said information is solely and exclusively to study the acquisition for other purposes. Furthermore, this information may not be shared with third parties without interest in said acquisition.

 

IV Information to be provided after signing the confidentiality document.

After signing the confidentiality contract, the following information must be provided to the potential buyer. In the first stage of the acquisition talks, it is not necessary to provide official documents; a report from the company's advisor indicating minimum information with which to operate would be sufficient:

  1. Documentation on the company's accounts and their evolution in the last three years.
    • In the case of companies, PYG and balance sheets, data that is public and should be published in the Commercial Registry.
    • In the case of the self-employed, income, sales and expenses of the business.
  2. Real Estate in the name of the company, whether owned or leased.
    • If it is a lease, set the conditions of the lease.
    • If it is owned, enter the price and date of acquisition and dates of modernization of the facilities, if any.
  3. Personal property such as vehicles and machinery in the name of the company, whether owned or leased.
  4. Patents and registered trademarks if applicable.
  5. Debts with administrations
    • Certificates of being up to date, or not, with Social Security, the Treasury, as well as other local or regional administrations.
  6. Workload. Inform the potential buyer of the conditions of the current employment contracts and their seniority.
  7. Licenses and operating authorizations, both at the local (city council), regional (Conselleria) or state level.
  8. Contracts with penalties with collaborators.
  9. Judicial or administrative procedures initiated against the company or the self-employed person, if any.

 

V Valuation of the operation

The price of the transaction that will serve as the basis for the application of the agent's commission is the amount resulting from the sum of the amount to be paid as price plus the existing debt assumed by the buyer.

 

VI Agreement and guarantee of the operation

After obtaining a purchase agreement, a deposit contract will be agreed upon to secure the operation.

In it, the selling party undertakes that the information provided is reliable and has not changed substantially during the negotiation phases.

The deposit contract will consist of a minimum of 10% of the price actually payable or the damages caused to the other party in the event of non-compliance if these are a higher amount.

The Aempresa agent will have the right at that time to obtain fees from him in the same percentage that is paid of the price.

 

VII Verification of the information provided.

Once the agreement is reached and the deposit has been paid, the buyer will have the right to verify all the documents that document the information received during phase IV of this protocol. If the buyer would like to ensure it through an audit, he may entrust it to the Aempresa agent or to the external company.

 

VIII Completion of the agreement and delivery of the Company.

All operations will be signed in a public document in a notary office chosen by the purchasing party that is within the scope of the registered office of the selling party. This agreement must inevitably include:

  1. Identity of buyer and seller.
  2. The final price to be paid by the buyer to the seller, payment terms and guarantees.
  3. Sworn declaration of the administrator and the transferring businessman that the information provided to the buyer is complete and reliable.
  4. Assumption of responsibility by the transferring businessman for those contingencies that may arise in the company due to actions prior to the change of administration, whether fiscal, judicial or accounting.

 

Last revision of the document, 10/30/2023