Selling a business: finding a buyer directly

Selling a business is unlike any other sale: you are not selling walls, but a living activity — a customer base, a location, a lease, equipment, sometimes a team. Finding a buyer directly, without an intermediary, is entirely possible and often more effective than people think: the right buyer is frequently someone who already knows the street, the neighbourhood or the trade. But you still need to value the business correctly, gain visibility without worrying customers and staff, and secure a transfer whose formalities are very real. This guide covers it all.

What exactly does a French business (fonds de commerce) include?

The fonds de commerce is the set of elements that make it possible to operate a commercial activity. It classically includes:

• The intangible elements: the customer base — the heart of the business —, the leasehold right (the right to occupy the premises under the current commercial lease), the trade name and shop sign, and depending on the case licences, transferred contracts, a website.
• The tangible elements: equipment, furniture, fittings, tools.
• What is not included: the premises themselves (owned by the landlord or sold separately), in principle the debts and receivables, and the stock, usually taken over and invoiced separately.

This delimitation matters: it determines what you are selling, what the buyer finances, and how the price gets negotiated.

Valuing your business: turnover, profitability, location

There is no single formula. In practice, several approaches are combined: a percentage of turnover — the customary scales vary widely by trade —, a multiple of actual profitability, and comparison with recent sales of similar businesses. Three years of accounts speak louder than any pitch: prepare balance sheets, income statements and lease details (rent, remaining term, next deadline).

Location weighs heavily, as does the quality of the lease: a reasonable rent and a recent lease add value; a high rent or an approaching deadline detract from it. Get your accountant's help to set a defensible range: a price backed by figures negotiates far better than a price based on gut feeling.

Discretion versus visibility: the seller's real equation

It is the classic dilemma: the seller wants to stay discreet — towards customers, staff, sometimes competitors — but a business nobody knows is for sale will not find a buyer. Yet the most likely buyer is often a few dozen metres away: a neighbouring shopkeeper who wants to expand, a professional in the trade who wants to set up on their own, a local resident who dreams of taking over the corner shop. No national platform reaches those profiles as directly as a “business for sale” poster in the window.

The QR code poster reconciles both demands: the window soberly announces that the business is for sale, and the QR code leads to a detailed listing whose content you control — activity, floor area, strengths, how to get in touch — without disclosing in the window any more than you wish. You choose what the listing reveals, and serious buyers contact you directly. The online listing that comes with the poster is free; you can also browse the businesses for sale to position your offer.

The steps of a successful transfer

1. Prepare the file: accounts for recent years, the lease, an equipment list, current contracts, staff numbers. A ready file makes the process credible and speeds up everything else.
2. Find the buyer and negotiate: the price, the exact scope (stock, contracts, support for the buyer during the transition) and the timetable.
3. Get advisers: a lawyer or notary for the deeds, an accountant for the figures. A business transfer follows precise formalities and a badly drafted clause can prove costly — professional support is not a luxury.
4. Sign a preliminary agreement then the deed of transfer, with its required statements and appendices.
5. Complete the publicity formalities: the transfer is generally published in a legal gazette, which opens a period during which the seller's creditors can come forward.
6. Wait out the escrow: the sale price is usually held in escrow — often by the drafting lawyer or notary — during the creditors' opposition period and the tax formalities, before being released to the seller.

The commercial lease: the first thing to check

The leasehold right is often the most valuable element of the business: reread your commercial lease before even announcing the sale. Under French law, the landlord generally cannot outright prohibit the transfer of the lease to the purchaser of the business; the lease can, however, regulate it — an approval clause for the buyer, notification formalities, a guarantee from the seller for future rents. Also check the authorised use of the premises: if the buyer wants to change activity, the question of changing that use will arise. Finally, depending on the case, the municipality may hold a pre-emption right over business transfers in certain areas: check with the town hall before signing.