Selling or handing over your company: what a buyer looks at first
In a technology SME, the buyer starts with the intangible assets: who owns the trade mark, the code, the domains and the data, and which contracts survive the change of control. Better to know it before the buyer does.
Brussels Bar lawyer since 2021, Certified data protection officer (Maastricht), Published fees
The steps, in order
-
01
The inventory of intangible assets
Trade marks and designs must be recorded in the company's name, not the founder's. Code must be assigned in writing. Domain names must be in the right holder's name, and databases documented. A report lists what is missing and what a single deed can repair.
What it costs: Audit of intangible assets before a sale: on quotation · 20 working days
-
02
The contracts that survive
Change-of-control clauses in SaaS, licence and supplier contracts: some allow the other party to terminate on the day of the sale. Better to know them before the letter of intent.
What it costs: Contract review billed by time, written cap
-
03
The shareholders
The shareholders' agreement organises the exit: tag-along and drag-along clauses, pre-emption, price. Without it, a minority shareholder can block a sale.
What it costs: Shareholders' agreement billed by time, written estimate and cap
-
04
The data
Up-to-date records of processing and a client base transferable under GDPR conditions reassure a buyer; the opposite brings the price down.
What it costs: Records €1,500 · Complete audit €1,950
-
05
Completion day
Assignment of the trade marks recorded with the BOIP or the EUIPO, transfer of the domain names, assignment of copyright in the code, notification of the contracts.
What it costs: Deeds of assignment billed by time, written cap · recording of transfers: office fees
What not to do
-
Discovering in due diligence that the trade mark is in the founder's name
The transfer is made before the sale, through an assignment recorded with the office, not during it.
-
Signing a letter of intent before reading your own contracts
A change-of-control clause found after signature is paid for in the price.
-
Neglecting the records of processing
It is the first document a careful buyer asks for, and it takes ten days to draw up.
Frequently asked questions
Forty-five minutes to scope the matter, €120 excl. VAT
-
A 45-minute video call, prepaid.
-
A written report in five points within 24 working hours: the problem as you put it, the options, my recommendation, the budget for what follows, the timing.
-
If you instruct me within 30 days, the €120 is deducted from the fee.