What documents need to be updated before selling a business?

Before selling a business, it is recommended to verify that the company's legal and corporate documentation is complete and accurately reflects its current situation.

The checks to be carried out depend in particular on whether the transaction relates to the company's shares or to some or all of its assets.

When a sale of shares is being considered, it may be necessary to:

• check and update the minutes book;
• verify the registers of directors, officers and shareholders;
• verify securities and transfer records and confirm share ownership;
• ensure that share issues, transfers, buybacks, purchases and cancellations have been properly documented;
• verify that the relevant resolutions and minutes have been prepared and kept;
• check the statutes and their amendments as well as the regulations;
• examine the shareholders' agreement, if one exists, to determine whether it provides for restrictions or rights applicable to the sale;
• regularize incomplete corporate documents, when necessary.

When an asset sale is being considered, the preparation focuses more on the assets, contracts, permits, licenses, and other rights and obligations that will be part of the transaction. This may include verifying whether certain contracts or rights can be transferred and whether consents need to be obtained.

When the transaction involves all or almost all of the company's assets, specific rules provided for by applicable law may also have to be complied with, particularly regarding the authorizations or approvals required to carry out the transaction.

Relevant financial, tax, contractual and administrative documents should also be organized to facilitate due diligence.

It is best to carry out this check before the start of due diligence in order to have enough time to correct irregularities or complete missing documents.

In summary , before selling a business, it is important to review corporate documentation and other documents relevant to the transaction. In a share sale, particular attention should be paid to the minute book, corporate records, and shareholding history. In an asset sale, it is essential to verify the assets, contracts, and rights involved in the transaction, as well as any required authorizations or consents.