The transfer of business assets: stages and vigilance

Update March 2026 - The transfer of business assets follows a precise logic. We don't just sell premises or turnover. We transfer a set of éléments which provide the economic continuity of the activity: customers, brand, lease rights, equipment, sometimes digital éléments. A poorly prepared operation can weaken the price, the recovery or even the effective transfer of certain assets.

The transfer of goodwill in principle concerns the éléments which constitute the fund, with a central subject: clearly distinguishing what is included, excluded or to be contractually secured.

To complete, also see Estimated goodwill, Amortization of goodwill and our Business fund assessment scale guide.

• the exact scope of the éléments transferred;
• the right to lease and its constraints;
• publicity and opposition formalities;
• the possible commercial pre-emption right;
• consistency between price, financing and schedule.

In many cases, the value of the fund depends in part on the quality of the commercial lease. It is therefore necessary to reread:

• the remaining duration;
• the renewal conditions;
• transfer clauses;
• the evolution of the rent.

Hayot Expertise advice: on a business, the price is never just a number. Real security comes from the assigned perimeter, the quality of the lease and rigorous compliance with formalities.

• believe that everything is transmitted automatically;
• neglect the digital éléments of the fund;
• underestimate the constraints of the lease;
• forget the commercial pre-emption of the municipality;
• sign too quickly without a clear timeline.

1. precisely identify the fund and its components; 2. review the lease and essential contracts; 3. frame the deed of transfer and the annexes; 4. check formalities and deadlines.

We can reread the legal, tax and accounting mechanics of the operation before the sale.

Discover our legal and accounting support

A transfer of business goodwill is not simply the sale of past turnover. It concerns an organised set of éléments that allow the activity to continue. That is what makes the operation sensitive: the parties need to understand what is being sold, what is excluded and under what conditions the buyer will be able to operate the business after closing.

Points that should be clarified very early#

At the start of the process, the parties should identify:

• the exact scope of the goodwill being sold;
• the position of the commercial lease;
• contracts that are useful to continuing the activity;
• the condition of stock, equipment and tools;
• the economic logic behind the proposed price.

This early framing avoids misunderstandings while they are still inexpensive to solve. Without it, the process quickly becomes slower, more technical and more fragile.

A transfer moves more smoothly when the key information is already readable: clean figures, operating logic, key-person dependence, margin profile, practical constraints and the main risks. The buyer is not only trying to understand the past. They want to know whether the activity will remain workable after the signature.

What the buyer examines closely#

In most cases, the buyer looks at:

• regularity of turnover;
• real margin and unavoidable cost base;
• quality of location and lease terms;
• dependence on key customers, suppliers or the owner;
• investment needs that will arise after the takeover.

In other words, the real question is never only "what is this goodwill worth?" It is also "under what conditions will I be able to operate it tomorrow?".

A sound process does not treat price in isolation. It links price to timing, transfer date, inventory, contract continuation and handover organisation. If those topics are separated, the deal may look acceptable on paper but become difficult to execute.

In many files, the commercial lease and the quality of location matter almost as much as the financial figures. An attractive business can lose much of its appeal if rent is misaligned, the remaining term is short or future operating conditions are uncertain. That is why the transfer should always be read through both an economic and a lease lens.

What the seller should be able to explain clearly#

A strong file should make it easy to explain:

• why the location works;
• what the rent represents in the operating model;
• which specific constraints exist;
• what room for manoeuvre the buyer will have;
• how future costs and capex should be understood.

That clarity strengthens confidence and reduces late-stage price challenges.

In 2026, a successful sale of business assets is based on three pillars: exact scope, controlled formalities and economic cohérence. The more prepared the operation is, the smoother the transfer.

(Official sources: transfer of business to a third party, model deed, commercial right of pre-emption and commercial lease rules)