Section 4: Transfer of the business assets of the sole trader

The sole trader may sell for valuable consideration, transfer free of charge inter vivos or contribute his entire business assets to a company, without liquidating them. Any transfer other than in its entirety remains subject to the legal conditions applicable to the nature of the said transfer and, where applicable, to the nature of the item(s) transferred. The universal transfer of business assets entails the assignment of the rights, property,…

The creditors of the sole trader whose claim arose before the transfer of ownership was publicised may lodge an objection to the transfer of the business assets, within a period set by decree. An objection lodged by a creditor does not have the effect of prohibiting the transfer of the business assets. The court decision ruling on the opposition either rejects it or orders the repayment of the claims or…

The following shall not apply to the universal transfer of the business assets of a sole trader, any clause to the contrary being deemed unwritten: 1° Article 815-14 of the Civil Code; 2° Article 1699 of the same Code; 3° Articles L. 141-12 to L. 141-22 of this Code.

On pain of nullity of the transfer provided for in Article L. 526-27: 1° The transfer must relate to the entire business assets of the sole trader, which may not be split; 2° In the event of a contribution to a newly created company, the available assets of the business assets must be sufficient to meet the liabilities due on these same assets; 3° Neither the author nor the beneficiary…

Subject to articles L. 223-9, L. 225-8-1 and L. 227-1, when the business assets contributed to a company contain assets constituting a contribution in kind, a contribution auditor shall be appointed.