Section 2: Seller's lien.

The vendor’s lien on a business only arises if the sale has been evidenced by a duly registered notarial or private deed. It relates only to the elements of the business listed in the sale and in the registration, and in the absence of precise designation, only to the sign and trade name, the right to the lease, the clientele and the goodwill. Separate prices are established for the intangible…

The seller’s lien may be set up against third parties by registration of the lien in a register held at the registry of the relevant commercial court, in accordance with procedures determined by decree of the Conseil d’Etat. Where this registration is made within thirty days of the date of the deed of sale, it takes precedence over any registration made within the same period on the part of the…

In the event of judicial or amicable resolution of the sale, the seller is obliged to repossess all the elements of the business that formed part of the sale, even those for which his lien and resolutory action have been extinguished. He is accountable for the price of the goods and equipment existing at the time of his repossession according to the estimate made of them by contradictory, amicable or…

The seller who exercises the resolutory action must notify it to the creditors registered on the land at the domicile declared by them in their registrations. The judgment can only be given after one month has elapsed since the notification.

A seller who has stipulated at the time of the sale that, in the absence of payment within the agreed term, the sale will be cancelled ipso jure, or who has obtained amicable cancellation from the purchaser, must notify the registered creditors, at the addresses declared in their registrations, of the cancellation incurred or agreed, which will not become final until one month after the notification thus made.

When the sale of a business is pursued by public auction, either at the request of a court-appointed administrator or agent, or judicially at the request of any other entitled party, the pursuing party must notify it to the previous sellers, at the domicile declared in their registrations, with a declaration that, if they fail to bring the resolutory action within one month of the notification, they are deprived, vis-à-vis…

The articles L. 624-11 to L. 624-18 do not apply to the lien or resolutory action of the seller 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…