There are many forms that parties can apply in a business transaction. Within the scope of this article, Hong Bang Law Firm would like to introduce the purchase and sale of businesses in the form of property purchase and sale. Usually this acquisition is expressed through two forms of real estate acquisition and business division acquisition:

Acquire real estate

There are three forms of real estate acquisition associated with the business activities of enterprises, which are:

• An enterprise’s real estate is an asset formed not from an investment project approved by the State but from an individual source of ownership (for example, assets contributed as capital by shareholders/members); personal capital contribution), the parties shall transfer according to the procedures for real estate transfer applicable to private ownership rights of organizations and individuals;
• Real estate is formed from an investment project that is leased or allocated land by the State under the project, the parties often use the form of project transfer to receive assets attached to the land as well as the right to use the land. use the land in accordance with the provisions of the Land Law, the Law on Real Estate Business, the Law on Housing;
• In case the project does not meet the requirements for transfer as prescribed by law, the parties often choose the form of buying and selling charter capital of the enterprise that is the investor implementing the related investment project. regarding real estate. Since the object of the transaction is real estate, instead of appraising the process of establishment, operation and management of the business, the buyer will focus on looking closely at the legal aspects of the project and the intended real estate. buying.

Acquire the business division

The acquisition of the business division is usually done through one of two forms: Purchase of charter capital; or buy movable assets – buy tangible (like production lines, machinery) or intangible (like brands, copyrights, human resources, distribution channels). In case an enterprise acquires a business division, this acquisition is similar to buying and selling assets through ownership of charter capital, the enterprise should note the following points:

• Labor appraisal.

The appraisal should include the following:

• Key personnel: In the process of labor appraisal, the purchaser needs to identify and make a list of key employees, including: Position, working time, working experience, and professional service, type of labor contract being signed, etc. The requirement of key employees to commit to continue working in the sales department and enter into a new labor contract with the purchaser is one of the prerequisites decisions that the buyer usually requires the seller to secure in the transaction.
• The plan for handling when transferring labor or terminating the labor contract: Determining the possibility of labor transfer, determining the method of transfer, the regimes to be paid to the employee, the legal consequences in the case of labor transfer. the employee terminates the labor contract.
• The human resources team determines the successful operation and business of a business part of the enterprise, especially the business department operating in the service sector. Therefore, in addition to assessing the stability of personnel working in the sales department, it is also necessary for the seller to consider employee training such as the applicable employee training materials, the training process. create, etc.

• Contract appraisal. 

The specific questions buyers need to ask are: Is the contract being performed a current or a permanent contract? Revenue from contracts, the ability to conclude/transfer contracts after the acquisition, the relationship that the seller has established with the customer, etc. On that basis, the buyer will determine the The contract should continue to be maintained as a precondition of the sale.

• Financial appraisal. 

An important issue in the appraisal process to buy a business division is the business status (loss, profit) of this division. In order to be able to review and evaluate the financial affairs of the sales division, the buyer needs to analyze the financial statements of the seller, especially to separate the business of the sales division from the other business activities. other business of the seller.

• Property appraisal. 

Typically, the purchased business unit operates independently of the selling business. Location to deploy the activities of the department

• Transfer of intellectual property rights. 

For assets that are intellectual property rights such as commercial exploitation rights to trademarks, industrial designs, inventions, layout designs of semiconductor integrated circuits, business secrets, copyrights to works, when transferring ownership or use rights, the buyer and seller need to carry out registration procedures with the competent state agency. Transfer of intellectual property rights includes the transfer of ownership rights to intellectual property objects and the transfer of the right to use these objects.

If you need more detailed advice and answers as well as how to access this service, please contact directly the Deputy Director of Sales: Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the toll free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com

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