As to purchase the finished business

The purchase of finished companies gradually becomes the common for Russian businessmen matter. At present already it is possible to speak about the formation of the valuable domestic market for the finished business, on which act their laws and the "rule of game".
Let us try to give general idea about the process of the purchase of finished business for the investor- nonprofessional, who is interested in the investment of means into the purchase of the acting company.
As is known, business - owner's activity, which guarantees the steady the turnover of cash resources, for realization of which are active memberships, are formed the necessary infrastructure, lawful guarantee.
Purchase- sale of business is of interest both for the salesman and for the buyer, since:
in the case of sale of the acting business in parts the cost of separate active memberships can be much less than the cost of business as a whole;
with the purchase of the working business the investment of means immediately ensures counter flow of money. To buyer it is necessary to only optimize them (for example, after lowering expenses) or to multiply them (after increasing sales). According to the statistics, 80% of newly based companies do not live up to the third year. If we acquire the firm, which functions on the market for more than four years, then the risk of the loss of company decreases;
purchase by the company of the investor of company- supplier or company- client makes it possible to enlarge control over the technological chain;
furthermore, under the working enterprise to more easily obtain financing, than under the business- plan of new project.

What difficulties can encounter the investor?
The acquisition of the acting business is cmbined with many nuances, which should be considered potential buyer.

Past of the acquired firm
There are several diagrams of the formulation of the acquisition of the business: the purchase of enterprise as property complex; the acquisition of the actions of enterprise; the purchase of business in the form of the acquisition of active memberships and pereustupki by the salesman of rights according to the agreements. The selection of diagram depends on many factors, in particular from obtaining of complete and adequate information about the previous activity and, which is especially important, about creditors and debtors of enterprise.
With the purchase of enterprise as property complex is acquired entire credit history of company. However, on some obligations GK RF is provided solidary responsibility with the previous owner (for example, if in buyer there is no license to the specific form of activity, but in enterprise there are the unexecuted obligations, connected with this activity). However, it is sufficiently complicated to trace all details of the past of company, in particular:
the given out drafts, which are not reflected on the balance;
guarantee;
guarantee letters;
other zabalansovye obligations.

Alienation of business - complex transaction, which requires the observance of mnozhetva of juridical nuances and formalities, moreover both in the preparation stage for it and in the process of its organization and direct accomplishment. Conducting juridical examination is necessary before beginning the alienation of business. For this purpose should be drawn professional jurist, capable of not only revealing problem, but also of solving it. Furthermore, then it will be useful with the development of the diagram of the alienation of company. It goes without saying, the services of professional stand expensively, but without his participation sale becomes difficult.
The owner of enterprise must present in the examination the entire complex of the pravoustanavlivayushchikh documents:
constitutive (important to verify the presence of the complete packet of documents and that, they do correspond they to the acting Russian legislation);
permissive (license, certificates, sanitary-epidemiological conclusions, the conclusion of the organs of state fire-prevention service, permission to the external advertisement (signboard), etc. - their absence means that the activity of enterprise is illegal);
certifying rights to real estate and equipment;
the regulating functioning enterprises and working relations inside it (especially this it concerns companies, which operate on the basis of license, which assumes the presence in state of the firm (for example, medical center or of turagentstva) of the specific colleagues, who have specialized formation and work experience).

The obligations, which can appear in the company
Investor, who buys finished business, assumes him in that form, in which he was formed at the moment of sale: with the existing name, the business connections, the reputation, the credit history. The company sometimes advanced on sale has a debts. In this case the price of enterprise is reduced for the sum of its debt, i.e., the new owner of business the beret to itself of obligation before the creditors. The different version of the solution of problem - fastening in the agreement about the intentions, concluded with the introduction by the investor of advance for the acquired enterprise, the need for the pay-off of debts by the precisely old owner of company. If this condition is not satisfied, investor has the right to leave the transaction, after obtaining the back introduced sum of the dual size. However, it occurs and so that the advanced on sale business has zabalansovye obligations, unknowns to its owner or hidden by it.
Practically all specialists in the region of Audit recognize that there is not least possibility to reveal the zabalansovye obligations, given out in the disturbance of the current legislation and rules of bookkeeping calculation. This obligation appears in the case, when, let us say, the director of enterprise obtains cash resources on behalf of firm under the receipt, in which guarantees the recovery of means by the property of enterprise. Certainly, in this case occurs exceeding the authorities of official, i.e., protivopravnye actions. Nevertheless the business culture of Russian owners is such, that similar steps by many are received as something normal. Moreover this zabalansovoye obligation cannot be revealed until the demand of creditor not is declared. If this occurs after the alienation of business, then to return debt it is necessary for the new owner of company.
For the insurance of the risks of the appearance of demands of creditors on the zabalansovym obligations adapts the following mechanism. With sale of enterprise all persons, who for the last three years to the moment of transaction had the right of signature in enterprise, must present personal receipts about the fact that they did not make debt from its name, but in the case of the appearance of the same they bear personal responsibility.

Application by the owners of the intricate financial diagrams
The optimization of the financial flows of Russian companies creates complexity with sale. With the purchase of business the situations, when the part of the active memberships of company, utilized daily, belongs to absolutely outside, quite often are encountered, it is at least formal, to legal and physical persons. For example, official motor transport can belong to private individuals, whose their company leases (copying expenditures on the lease for prime cost). Companies take into the lease in false firms equipment, they use leasing diagrams and realize production through the numerous mediators.
Russian businessmen generally prefer to have one absolutely clean before the law company, which possesses all necessary licenses. This company behaves from the point of view of legislation unusually approximately. Then around it constantly are located the firms of the different degree of "grayness", through which this company carries out its financial diagrams for the purpose of the minimization of taxation.
Is exponential an example of one lesopererabatyvayushchey firm, which found recently new owner. The activity of company consisted in the fact that it made from the logs of board, dried, packed them and sent into one of the countries Of baltii. Company had a good financial position, based on the fixed, steady sale of production. In the course of predprodazhnoy preparation the experts explained that the formal diagram of conducting business was built very whimsical.
On the documents the company managed only the part of the woodworking equipment, on which was realized entire technological process. Furthermore, it was the owner of the part of the state fund for another OOO, which, in turn, leased the remained part of the property in PBOYUL. In accordance with the pile of the daily prepared account the sold company did not deal with wood processing as such. It only rendered services to population. Namely: the citizens with their lumber came to the firm, they singlehandedly processed boards and sold their company. The latter only allowed equipment to them. It is understandable that in such imbroglio sale of business on the production of boards - nontrivial task.

Obstacles in the juridical documents of the firm
The often constitutive documents of the sold company interfere with the rapid realization of business. The passion of owners is ineradicable to fix its surnames in the regulations (this can be considered as total control over the company). With sale of business it is necessary to re-register constitutive documents. Much simpler it would be to owner indicate its surname in the list of shareholders (although this is possible only for THE PRIVATELY HELD COMPANY).
In the sold company the prospectus of emission frequently proves to be unregistered. One part of the existing licenses occurs attached to the personnel, another (especially in construction companies) - to the insurance.
Furthermore, if they are sold not all 100 % of regulation capital, but only the specific portion, which belongs to participant OOO (size of a fraction of value does not have - let this even 90 %), according to the law necessarily the agreement of all participants OOO to the introduction into the constitutive agreement of the changes, connected with the transfer of portion.
But these participants can and not give agreement. They have preferred right to the purchase of the alienable portion proportional to the portions available to them. In connection with this the observance of the specific procedure of their information about the intention to sell portion is required. Constitutive documents OOO also can contain in regard to this the specified conditions and limitations; therefore it is necessary to previously thoroughly study them.
Thus, the practice of buying and selling business very rarely realizes without the twig without zadorinki, when buyer redrafts to himself the newly acquired company, he pays with the salesman and the mediator- consultants and enters into the full-fledged possession by firm. Different obstacles almost always appear.