Tidying up ownership and family assets before selling the company

The buyer asks about what nobody sorted out

An acquisition review always follows the same path: it asks for the corporate certificate, the share register, the minutes, the evidence of contributions and the land registry certificates. When one of those documents does not match what the seller believes, the conversation stops being about price and turns into one about warranties, holdbacks and timelines. The items that trigger those adjustments could almost always have been fixed months earlier, at far lower cost.

What we review before due diligence arrives

• Title to the shares or quotas: whether the share register, the signed transfers and the filed record agree.
• Evidence of historic contributions, in cash and in kind, and their traceability.
• Bylaw amendments approved but never filed, and minutes that are incomplete or unsigned.
• Family assets sitting inside the company, and company assets the family uses personally.
• Loans between the shareholders and the company, documented and undocumented.
• Cross-guarantees: personal assets securing business debt and business assets securing personal debt.
• Shareholdings registered to trusted third parties or to relatives who should no longer appear.
• Trade marks, licences and permits held in a shareholder's name rather than the company's.
• Leases and supply contracts signed personally by a shareholder instead of by the company.
• The effect of each shareholder's marital property regime on title to their stake.

The family assets that are inside

This is the most expensive finding to resolve late. The warehouse, the plot of land or the vehicle the family always regarded as its own appears as an asset of the company being sold, or the reverse: the business operates out of a property that personally belongs to one shareholder. Either situation forces a decision with tax and registry consequences, and those decisions are not taken well under the pressure of a closing.

What gets fixed, and how long it takes

• Prioritisation. We separate what has to be corrected from what can simply be explained to the buyer with a document.
• Documentary reconstruction. Minutes, transfers, contributions and books, with ratification where the original act was left incomplete.
• Pending filings. Amendments and acts that were never registered and that today create a gap between the real and the public record.
• Separating assets. Where an asset has to be taken out or brought in, we assess the tax and registry cost of doing it before closing, together with our tax practice.
• Timetable. These corrections depend on procedures before notaries, chambers of commerce and land registries, and they have to start with genuine lead time, not in the closing week.

How the estate looks afterwards

The other half of the work looks at the day after the sale. Wealth that was concentrated in one company becomes cash or financial assets, and that changes the whole structure: who receives it, which vehicle it enters, how it is managed and which family rules apply to it. That conversation is worth having before signing, because afterwards there are fewer options.

What the client receives

• A report on the title and documentary findings, ordered by priority and with the risk each one creates in a negotiation.
• The remediation plan, with the procedures to be started, before which authority and on what timeline.
• The documents drafted and the filings made to leave ownership in order.
• An analysis of the family assets sitting inside the company, with the options for separating them and the cost of each.
• A documented conversation about how the family estate will look after closing.

Structuring the sale agreement, negotiating with the buyer and reviewing the transaction itself belong to our corporate practice. Here we work on the ownership and wealth side, which is the part that usually remains unresolved.