Chapter I: Sale of a business.

Subject to the provisions relating to the contribution of business assets to a company set out in articles L. 141-21 and L. 141-22, any sale or transfer of business assets, whether or not made conditionally or in the form of another contract, as well as any allocation of business assets by partition or auction, is, unless it occurs pursuant to article L. 642-5, within fifteen days of its date, published…

The publication of the extract or notice made pursuant to the preceding article must, on pain of nullity, be preceded either by the registration of the deed containing the transfer, unless it is an authentic deed, or, in the absence of a deed, by the declaration prescribed by the articles 638 and 653 of the General Tax Code. This excerpt must, under the same penalty, state the date, volume and…

Within ten days of the latest of the publications provided for in article L. 141-12, any creditor of the previous owner, whether or not their claim is due and payable, may lodge an objection to the payment of the price at their elected domicile, by extrajudicial act or by registered letter with acknowledgement of receipt. The objection, on pain of nullity, shall state the amount and grounds of the claim…

In the event of opposition to the payment of the price, the seller may, in any event, after the expiry of the ten-day period, appeal to the president of the court in summary proceedings in order to obtain authorisation to collect his price despite the opposition, on condition that he pays to the Caisse des dépôts et consignations, or to a third party appointed for this purpose, a sufficient sum,…

If the objection has been made without title and without cause or is null and void in form and if there are no proceedings instituted in the main proceedings, the seller may appeal to the president of the court in summary proceedings to obtain authorisation to collect his price, despite the objection.

A buyer who pays his seller without having made the prescribed publications, or before the expiry of the ten-day period, is not discharged with regard to third parties.

If the sale or transfer of a business includes branches or establishments located on French territory, the publication prescribed in articles L. 141-7 to L. 141-17 must also be made in a medium authorised to receive legal notices at the location of the registered office of these branches or establishments.

During the twenty days following the publication in the Bulletin officiel des annonces civiles et commerciales provided for in Article L. 141-12, an authentic copy or one of the originals of the deed of sale is kept, at the elected domicile, at the disposal of any opposing or registered creditor for consultation without moving.

When the sale price is finally fixed, the purchaser, in the absence of an agreement between the creditors for the amicable distribution of its price, is obliged, on the summons of any creditor, and within the following fortnight, to deposit the due portion of the price, and the surplus as and when it becomes due, against all oppositions made in his hands as well as the registrations encumbering the business…

Unless it is the result of a merger subject to the provisions of articles L. 236-8 to L. 236-17 or a demerger subject to the provisions of articles L. 236-20 to L. 236-26, or if it is made to a company wholly owned by the seller, any contribution of goodwill made to a company in the process of incorporation or already in existence must be brought to the attention of…