Selling a business’s assets: key steps and pitfalls to avoid

Why sell a business’s assets rather than the whole company

Selling a business’s assets means transferring only the operational tools—such as the customer base, lease rights, equipment, and trademarks—without transferring the legal entity (company, shares). This option appeals to owners looking to refocus on their core business or prepare for retirement, while allowing the activity to continue under new ownership.

Unlike a full company sale, selling assets avoids transferring the company’s social or tax debts. The buyer acquires only what is necessary for operations, simplifying negotiations but introducing specific constraints.

To determine if this approach suits your situation, compare both options using an example report or a free financial analysis.

Mandatory diagnostics before any sale

French law requires several checks to protect the buyer and prevent disputes. These diagnostics must be completed before signing the sale agreement and annexed to the deed.

• Environmental diagnostic: Required if the activity is subject to authorisation (classified installations, waste management, etc.). Check for potential pollution or remediation obligations.
• Asbestos diagnostic: Mandatory for premises built before 1997.
• Natural and technological risk report: Details seismic, flood, or soil pollution risks.
• Energy performance certificate (EPC): Required for all premises, including non-residential ones.
• Ongoing contracts: List leases, insurance policies, supply or maintenance agreements. Identify which will transfer and which must be renegotiated.

These documents must be provided to the buyer at least 10 days before signing. Failure to do so may result in the sale being voided or legal action for hidden defects.

Valuing the business’s assets: methods and traps to avoid

The value of a business’s assets is based on future profitability, not just turnover. Three common valuation methods are used:

• Earnings method: Value = average profit over the last 3 years × a sector-specific coefficient (typically between 2 and 5).
• Turnover method: Value = annual turnover × a coefficient (varies by sector, often between 0.3 and 1.5).
• Asset method: Value = sum of tangible assets (equipment, stock) and intangible assets (customer base, patents).

Watch out for pitfalls:

• A highly profitable business may hide dependencies (single client, exclusive supplier).
• Stock must be valued at cost price, not selling price.
• Unpaid supplier or tax debts reduce the value.

For a more precise estimate, use a tool like this [sample financial report][1] or consult an expert.

[1]: /en/sample-report "Download a sample financial report to guide your asset valuation"

Tax implications of selling: registration fees and capital gains

Taxation is a key lever for optimising the sale price. Here are the main areas to consider:

Registration fees

The buyer pays transfer duties calculated on the sale price. Since 2024, the rates are:

• 0 % for assets valued under £23,000.
• 2 % for assets between £23,000 and £107,000.
• 5 % for assets over £107,000.

These fees are the buyer’s responsibility but can be negotiated into the sale price.

Professional capital gains

Capital gains (difference between sale price and net book value of the assets) are taxable. Two regimes apply:

• General regime: Taxed at progressive income tax rates (up to 45 %) + social contributions (17.2 %).
• Professional capital gains regime: 10 % allowance per year of ownership beyond the second year (up to 65 % after 15 years).

Possible exemptions:

• Full exemption if the assets have been held for over 5 years and the sale price is under £500,000 (subject to conditions).
• Partial exemption for small businesses (thresholds vary by situation).

For precise calculations, consult an accountant or use a [tax simulator][2].

[2]: /en/free-analysis "Use our free tax analysis tool to estimate your capital gains tax"

Selling without ceasing operations: conditions to meet

It is possible to maintain operations after the sale, but this is strictly regulated. The buyer must resume operations within 6 months of the sale, or the sale may be voided. This rule prevents abusive schemes where assets are bought solely to be resold quickly.

Key points to check:

• The commercial lease must be transferred or renewed for the buyer. Verify its duration and transfer clauses.
• Employment contracts are automatically transferred to the buyer (with exceptions).
• The customer base must be actively taken over and exploited.

If you wish to sell part of your activity while retaining another, structure the sale into multiple lots to avoid conflicts.

Optimising the transfer: exemptions and support

Several schemes can reduce tax liabilities or speed up the sale:

• Capital gains exemption for retiring owners, subject to age and holding period conditions.
• Tax credit for buyers investing in struggling businesses (eligible sectors).
• Regional grants: Some regions offer subsidies or zero-interest loans for local business buyers.

Before selling:

• Check the [business radar][3] to identify struggling businesses that may qualify for support.
• Compare takeover offers with listings of businesses for sale.

[3]: /en/marketplace/radar "Explore the business radar to find struggling businesses eligible for support"

Key steps to a successful sale

A successful sale requires 6 to 12 months of preparation. Here’s a typical timeline:

1. Preliminary audit (3 months): Assess the financial health of the assets, identify strengths and risks. Use a [free financial analysis][4] to objectify the value.
2. Document preparation (2 months): Compile the sale dossier (diagnostics, contracts, annual accounts). Have it reviewed by an expert.
3. Valuation and buyer search (3 months): Publish an advert on specialist platforms or appoint an intermediary. Target serious buyers using precise criteria (sector, budget, experience).
4. Negotiation and agreement (1 month): Agree on a price, conditional clauses (loan approval, landlord consent) and a timeline. The agreement binds both parties.
5. Completion (1 month): Sign the deed before a notary, transfer the price, and register with the commercial court. The assets are officially transferred.

Tip: Allow for administrative delays (cooling-off period, duty registration) to avoid penalties.

[4]: /en/free-analysis "Get a free financial analysis to prepare your asset sale"

After the sale: the seller’s obligations

The sale process does not end with signing. Several obligations remain:

• Hidden defects warranty: You must guarantee that the assets match their description. If a problem is concealed (hidden debt, ongoing dispute), the buyer can claim compensation.
• Document retention: Keep accounts, contracts, and diagnostics for 10 years (legal requirement).
• Tax declaration: Report capital gains in your annual tax return the year after the sale.

Avoid:

• Continuing to use the assets after the sale (risk of reclassification as disguised rental).
• Forgetting to cancel contracts (insurance, subscriptions) linked to the assets.

When to call in a professional

Certain situations require expert intervention:

• Complex assets: Multiple activities, associated property, significant debts.
• Unknown buyer: Selling to an individual or small entity increases risk; professional support limits exposure.
• Tax optimisation: To benefit from exemptions or structure the sale advantageously.
• Potential conflict: Disagreements with the buyer over value or terms.

Platforms like [Bilanea for buyers and investors][5] offer tools to assess a buyer’s or asset’s strength before committing.

[5]: /en/for/buyers-and-investors "Explore Bilanea’s tools for buyers and investors"

Useful resources to go further

• [How it works][6]: Discover how Bilanea’s financial analysis works to prepare your sale.
• [Sell your business with Bilanea][7]: Personalised support to maximise your asset’s value.
• [Business failures observatory][8]: Analyse market trends to anticipate risks.

Selling a business’s assets is a demanding project, but with careful preparation, it can be a successful transfer opportunity. Take time to surround yourself with the right experts and document every step to secure the transaction.

[6]: /en/how-it-works "Learn how Bilanea’s financial analysis works" [7]: /en/sell-your-business "Get personalised support to sell your business’s assets" [8]: /en/business-failures-observatory "Explore the business failures observatory to analyse market trends"]

Article written with the assistance of artificial intelligence from the data of the Bilanea observatory and public sources, then checked automatically before publication.