If you wish to take over an existing company you have the following two possibilities:
- either buy its goodwill;
- or buy the shares of the company that runs the respective activity.
Buying a company’s goodwill
The goodwill of a company comprises its tangible property or movables, such as tools, operating equipment, furniture and fittings, machinery, vehicles, goods, raw materials, and so on, and also its intangible property or immovables, including its clientele, commercial name, brand, reputation, know-how, and so forth.
Stock is not usually included in the value of the goodwill and has to be separately valued when the company is sold.
Please note that the company’s debts, claims and property are also excluded from this valuation.
Buying a company’s shares
Unlike when buying a company’s goodwill, when you buy its shares you also acquire its debts and claims, so it is important not just to check the figures you are quoted, but also make sure that no payments yet to be made (including owed tax or VAT, outstanding social security contributions) have been omitted.
Where tax is concerned, you can request a tax certificate (valid for 1 month) confirming that the seller does not owe any tax.
In the absence of such a document, the seller (assignor) and buyer (assignee) are jointly liable for any tax debts.
To obtain a tax certificate, send a written request to the Direct Taxation Department of the FPS Finance. (French-Dutch)
The buyer must register the takeover agreement with the registration office within 15 days.
To find out more, see:
The Competition Council’s news and press releases (French-Dutch)
Business Vademecum (French-Dutch)