Acquiring a business with its commercial premises: key considerations before signing

Acquiring a business that owns its own premises is a major strategic opportunity. This technical operation combines the purchase of an economic activity with a professional real estate transaction. As specialized real estate finders, we often observe that a strong business can conceal a dilapidated building, or vice versa. The buyer must therefore analyze the business assets and the property separately, as each is subject to its own rules for valuation, financing, and transfer.

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Distinguishing business assets from attached real estate

Business assets encompass the elements necessary for daily operations: clientele, brand name, employment contracts, inventory, or professional equipment. However, they never automatically include the premises.

When a business is sold with its premises, the operation combines two distinct transactions:

• The transfer of business assets.
• The sale of the real estate (commercial premises).

This separation must be established from the outset. Indeed, the price, applicable taxation, and contractual guarantees vary depending on each component. Any insufficiently detailed file therefore requires prior clarification.

Cross-border investment focus: Investors looking for a business for sale in Switzerland, particularly through specialized platforms such as Capital First, must incorporate several structured verifications into their process. The tax specificities of the Swiss cantons and the rules for property transfer make this distinction even more strategic there than in France.

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Owned premises or leased premises: two distinct configurations

The presence or absence of the premises alters the legal structure of the project. If the business occupies leased premises, you acquire the business assets and take over the commercial lease (often a 3/6/9 lease in France). If the seller is the owner, a classic real estate sale is added to the process, requiring a specific preliminary sales agreement for the property.

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Conduct a distinct evaluation for each component

Absolutely avoid "turnkey" global estimates, which risk distorting the true profitability of the transaction.

• The business assets are valued based on their economic performance: revenue, EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), and repayment capacity over the past three fiscal years.
• The property requires an independent property valuation. Its value depends on the local market, its surface area, the general condition of the building, and its adaptability for other activities.

Real estate agent's advice: Always calculate the implied rental yield. If you were to rent this building to a third party in case of business closure, what would its market rent be? This protects the residual value of your property.

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📋 Comparison Table: Business Assets vs. Commercial Premises

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Check the condition of the property and urban planning regulations

Acquiring professional premises requires a rigorous technical audit. In France, the technical diagnostic file (DDT) is mandatory and must be analyzed precisely (asbestos, lead, energy performance, ERP).

Beyond the diagnostics, two key points require attention for search engines and savvy buyers:

• Urban planning regulations (PLU): Does the municipality allow your activity in this area? Are there any easements or urban pre-emption rights?
• Public Access Building (ERP) compliance: If your premises welcome clients, do they comply with fire safety and PRM (Persons with Reduced Mobility) accessibility standards? Compliance work can quickly become very expensive.

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Structuring financing according to asset type

Banks rarely finance the premises and the business assets in the same way. They compartmentalize risks:

1. Financing of business assets: It is generally amortized over 7 years and relies on the company's profitability.
2. Real estate financing: It can be spread over 15 or 20 years. Banks often require a more substantial personal contribution for professional premises (around 20 to 30%).

To optimize taxation, it is common to create two distinct structures: an operating company (SARL, SAS) for the business assets, and an SCI (Société Civile Immobilière) to hold the premises and pay rent. A structured business plan, based on reliable accounting data, helps strengthen the project's credibility. To guide you, you can consult the guide to business acquisition financing solutions on Bpifrance

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Vendor credit as a negotiation lever

If bank financing is difficult, vendor credit (where the seller agrees to be paid partially in installments) is an excellent tool to facilitate the dual transaction.

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Understanding the legal implications of the dual transfer

The sales agreement (or memorandum of understanding) must be drafted with absolute rigor. It must precisely allocate the price between the business assets and the premises to avoid any tax reassessment.

Furthermore, you must absolutely demand a cross-contingency clause : if financing for the premises is denied, the purchase of the business is automatically cancelled, and vice-versa. This prevents you from becoming the owner of a business without premises to operate it.

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Representations and Warranties (R&W)

Do not sign anything without a robust Representations and Warranties clause. It protects you against hidden debts or disputes prior to the sale, whether related to the commercial activity or the past management of the property.

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Engage experts to secure your acquisition

A dual acquisition cannot be improvised. To succeed in your project, assemble a multidisciplinary team:

• The chartered accountant: To audit the balance sheets and value the business.
• The business lawyer: To draft the agreement and the R&W.
• The notary: Mandatory for formalizing the authentic deed of real estate sale.
• The commercial real estate scout : To validate the location, audit the building, analyze the local urban plan (PLU), and negotiate the fair overall price on the French market.

One last piece of advice: Anticipate the timelines. Between the diagnostic analysis, securing two bank loans, and the municipal pre-emption rights clearance periods, allow a minimum of 3 to 6 months between the offer and the final signing.

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Conclusion

Acquiring a business along with its commercial premises is a doubly beneficial operation, but it demands absolute rigor. Separating the analysis of the business assets from that of the real estate is key to accurately assessing your investment's profitability.

Whether you're pursuing this project in the French market or aiming for international asset diversification, particularly by analyzing business opportunities for sale in Switzerland on leading platforms such as Capital First, the assessment of technical, legal, and fiscal risks remains the same.

To secure every step before signing, guidance from market experts and specialized real estate scouts remains your best guarantee of success.

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FAQ

What are the risks of buying the premises and the business assets at the same time?

The main risk is overvaluing the entire package. A thriving business can mask a building that requires extensive renovation to meet standards (accessibility for people with reduced mobility, thermal insulation). Conversely, an excellent property location does not guarantee the financial health of the business assets. It is imperative to conduct two separate audits.

Why should a cross-contingency clause be included in the preliminary agreement?

The cross-contingency clause is a vital legal safeguard. It stipulates that if the loan for the premises is denied, the sale of the business assets is automatically cancelled (and vice-versa). This prevents you from being committed to buying a business without having the premises to operate it.

Is it better to purchase commercial premises in your own name or through an SCI?

It is generally recommended to create an SCI (Société Civile Immobilière) to acquire the premises, separate from the company operating the business assets. This allows you to protect your real estate assets from potential business failure, facilitate transfer, and optimize taxation through rents paid by the operating company to the SCI.

How do you assess the value of a company's premises?

The real estate value does not depend on the turnover of the occupying business, but on local market criteria: the location (pedestrian/vehicle traffic), the general condition of the building, its surface area, and its implied rental yield (the price at which the premises could be rented to a third party on the current market).

What are the specific considerations for buying a business with its premises in Switzerland?

In Switzerland, transparency and support from specialized platforms like Capital First are essential. Particular vigilance is required regarding taxation, which varies from one canton to another (transfer duties, real estate gains tax), and to check whether the foreign buyer is subject to the restrictions of the Transox Law (LFAIE) concerning the acquisition of real estate.