“Purchases and Sales of hotels, bars, restaurants, café, bakeries, pastry shops or any other food stores : transparency is required.”

“Purchases and Sales of hotels, bars, restaurants, café, bakeries, pastry shops or any other food stores : transparency is required.

The sale of a business in the CHR sector cannot be improvised. It must be prepared well in advance, to avoid failed negotiations. How and with whom can you set the value of your business to convince a candidate to take it over ?

When it’s time to sell, anticipating is the rule and nothing should be left to chance. The success of the future negotiation begins with the transparency of the balance sheet and a realistic evaluation of the value of its establishment. “All divestments should be planned at least two years in advance, in order to optimize the presentation of accounts and to make the necessary corrections. The change of legal form, the sale of assets that would not be essential to the smooth running of the company should be considered. If the company owns its real estate, it can slow down the sale process because of a matter of price. Should not we sell the premises before the transfer? “Summarizes Gaetan Mangeon, associate accountant at NSK (groupe-nsk, com). Beyond the calculation methods, scales and turnover, the evaluation must take into account the profitability. It is often the three-year average gross operating surplus with a coefficient, which will be decisive in the fixed value. “Taking into account salaries and purchases that will mobilize an average of 60% of turnover in the CHR, the gross margin must be close to 40% to cover other costs,” says the accountant.

For the seller as for the buyer, it is recommended to be assisted by a lawyer specialized in the practices of the CHR. Professionals willing to play the intermediaries in the business market are legion, and everyone can contribute, according to his area of ​​expertise : specialized agents, notaries, consular chambers, professional unions or even suppliers of CHR. But only the lawyer is subject to an obligation of advice to his client. It’s him covered by his professional insurance, who will secure the transaction and write the compromise and the bill of sale.

No sale without certified balance sheets. If there are many other things to consider, such as the commercial lease and the rent, it is on the basis of a detailed examination of the last three balance sheets of the operator that the buyer and his counsel will determine the reality of the price , “it is recommended to present balance sheets certified by a chartered accountant and analyzed by a specialized lawyer. In my opinion, it is even mandatory so that the seller is credible in the eyes of a potential buyer “recommends Sophie PETROUSSENKO, a lawyer at the Paris Bar. The financial audit that your interlocutor will for sure ask will allow them to detail the expenses and revenues of your establishment, so as to determine if the turnover you are announcing corresponds to reality. Otherwise, the seller may be exposed to legal action brought by the buyer, or even a major tax adjustment. But these are not the only elements that the buyer will take into consideration, far from it! They will for example check if you respect the administrative authorizations which incumbent on you: opening hours, right of terrace. “The balance sheet is very good, but the turnover also depends on compliance with administrative and regulatory authorizations. If you realize 20% of your revenues outside legal hours or by enlarging your terrace without authorization, your balance sheet will not be considered as real and you risk even a cancellation of the sale, ” specifies Sophie PETROUSSENKO. A heavy procedure that may result in a full refund of the sums paid by the buyer, to which will be added damages. Another sensitive issue is supply contracts and beer contracts, which are too big. “We are taking action to cancel exclusivity and disproportionate volumes, to release the CHR from the contractual obligations that were made for them by the brewers,” says the lawyer. If the employees work at the establishment at the time of sale, the financial audit will be coupled with a social audit with the examination of the payroll and employment contracts (permanent, fixed-term, apprentices and extras). As the employees are attached to the business, it is mandatory to inform them of the situation, at least two months before the sale, for companies with less than 50 employees, at the same time as referral to the works council for companies with more than 50 employees. “The specialized lawyer also intervenes at that moment as a consultant on the social aspect of the sale. Then, the parties are free to consider the measures they want, even if they negotiate departures. The key is to minimize the risk of recourse to the labor Court, “stresses Sophie PETROUSSENKO.”

This text is extracted from “LA REVUE DES COMPTOIRS” N ° 211 in the November 2017 print run.