Buying of Business

Hello dear,

I am thinking of buying the business of one person in Bansko, namely a grocery store.
Can you tell me the steps?
Is it enough to just transfer the shares of the company to me along with all assets and liabilities?
Is there anything else needed? Any protocols on the equipment, the merchandise?
I'm thinking of asking him for a certificate from the NRA about the absence of liabilities, paid insurance and staff salaries.
To review all supplier contracts and obligations to them.
I have given the company's accounts for the last year to an accountant and at first glance it looks good.
The store is rented and has a contract for 5 years.
I am thinking of renegotiating it with the owner and concluding an annex to the contract.
Please advise me what I can be surprised by.

Regards,
Vlad

Dear Mr. Alexandrovski,

I will try to give an opinion that you should not take as legal advice.

It is easiest to buy the shares of the company that owns the store. What your concerns should be:

in the event of a future tax audit and established tax liabilities in a period of 5 years from now, you will be the liable party. Despite the questionable recognition as a clause, I would add in the Share Transfer Agreement that the transferor as an individual is responsible for all tax liabilities established by future revisions and relating to the period before the sale;
it is almost common for grocery stores to destroy purchase invoices - to account for under-turnover for example. This is quickly identified in a future audit. The company is registered for VAT retroactively, it is charged with VAT, corporate tax, etc.;
almost usually the availability of goods in the company's balance sheet does not correspond to the actual one - this compliance should be checked - whether annual inventories are carried out, whether shortages or surpluses are reported, how they are accounted for, whether the company has analytical reporting on the purchase and sale of goods ;
very often it is likely that the company has loans with which you are in debt;
it is also likely that the company's balance sheet contains a large amount of cash, which the company also does not actually own and will be a problem in a future audit...

You should be extremely careful and turn to a competent person - a lawyer, who, after getting to know all the facts, will give you advice.

Best regards,

Vlad_Alexandrovski started this discussion in Legal questions 2yrs ago

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