Pre-Purchase Check — Report on Seller's Documents
A sample of the €950 report: the same restaurant, with the seller’s own documents checked against what they claimed. Names and amounts changed, sources and method real.
- Property
- restaurant "Le Petit Comptoir", Sète, Hérault department, France
- Asking price
- €138,000
- rent under contract
- €1,400 per month
- Tier
- €950
- Date prepared
- 29 August 2026
- Country coverage
- France
This is a training sample. The business name, company name, identifiers, address, and amounts have been changed so that specific people cannot be identified. The legal provisions, source names, verification method, and report format are real — the document a client receives looks exactly like this.
1. Verdict
Only-If — the deal can be done, but not at the advertised price and not on the advertised terms.
The documents were received in full and cross-checked against each other. The revenue stated in the listing is not confirmed by any of three independent sources. The lease contains a change-of-control clause. The only employee, described by the seller as a recent hire, has nine years of tenure.
What this means for you: there is no reason to walk away — the business operates and makes money. But the numbers the price is built on turned out lower than stated, and the obligations turned out larger. The difference is calculated below and converted into an amount there is ground to negotiate on.
2. Red Flags
| Finding | Why it is a flag |
|---|---|
| Stated revenue of €240,000 versus filed accounts of €187,400 | a gap of €52,600 that is not explained by any document in the package |
| The lease contains a change-of-control clause | the clause lets the landlord react to a change of shareholders; what exactly he may do depends on its wording |
| Social-security filings show the only employee has 9 years of tenure, not the "recent hire" the seller described | letting them go later would cost statutory severance |
| Two pieces of equipment on lease, 26 months remaining | €20,280 of lease payments remain owed by the company you are buying |
What this means for you: none of these four points makes the deal impossible. Each is an amount that can either be deducted from the price or shifted onto the seller in the contract. The two amounts that can be counted (€20,280 + €4,200 = €24,480) come to more than a third of the owner's annual income.
3. What Is Actually Being Sold: the Company or Its Assets
The seller named the deal structure: the shares of the company are being sold.
| Consequence | Under a share purchase — i.e., in this deal |
|---|---|
| Company debts | all stay inside the company, including ones unknown at the date of the deal; you carry them through the value of the shares, not personally |
| Employees | stay on, tenure is not interrupted |
| Licenses and permits | stay with the company; if the person running the restaurant changes, the change is declared at the town hall at least 15 days in advance (Public Health Code, art. L3332-4) and that person needs a valid operating permit (permis d'exploitation) |
| Lease contract | stays in place, but contains a change-of-control clause — see section 8 |
| Protection from the seller's past debts | in France no certificate shields the buyer. In an asset sale the notary's escrow covers the buyer's tax risk (General Tax Code, art. 1684: capped at the price, for 90 days, or 30 if the seller's tax filings and payments are up to date). In a share purchase that does not apply: protection is contractual — the seller's asset and liability warranty with a price holdback (section 16) |
What this means for you: the chosen structure is convenient because the licence stays with the company and the business keeps trading; the landlord's written consent under the clause is still needed (section 16). The price of that convenience is the company's entire past: any obligation that arose before the deal stays with the company being bought. That is exactly why section 16 asks for the seller's warranty and a price holdback.
4. Ownership and Who Is Who
| Role | What was established | Source and date |
|---|---|---|
| Legal entity | SAS COMPTOIR DU SUD — the SAS form in France is close to a limited-liability company. Company registration number (SIREN) 812 345 678, registered 13.03.2019, status "active" | official companies register, 29.08.2026 |
| Ownership structure | two shareholders, shares of 60% and 40% | bylaws and share register from the package (the companies register does not show SAS shareholders) |
| Officers | chairman and managing director — the same two people | companies register and bylaws |
| True owners (the people the company ultimately belongs to) | match the shareholders, no third parties declared | beneficial-owners register, extract from the package |
| Owner of the premises | a private individual unrelated to the seller | property register extract |
What this means for you: this is where the €550 tier stopped — ownership structure is not visible from that tier. With the documents, the picture is complete: each shareholder sells their own shares, so the 60% holder alone can transfer 60% — to buy the whole company, both must sign. Before the deposit, check the bylaws for an approval (agrément) or first-refusal clause.
5. Document Package Intake
| Document | Received | Period | Issued by | What it covers |
|---|---|---|---|---|
| Filed accounts | yes | 2023, 2024, 2025 | filed with the commercial court registry | provability of the money |
| Bank statements | yes | 12 months | bank | provability of the money |
| Till and card-terminal reports | yes | 12 months | terminal operator | provability of the money |
| Lease contract with appendices | yes | current | landlord | right to the premises |
| Social-security filings | yes | 4 quarters | social security fund | people |
| Licenses and permits | yes | current | prefecture and town hall | right to operate |
| Tax status certificate (attestation de régularité fiscale) | no | — | — | obligations |
| Social-security status certificate (URSSAF attestation de vigilance) | no | — | — | obligations |
| Incorporation documents | yes | current version | notary | legal structure |
| Lease agreements and equipment list | yes | 2 units | leasing company | means of production |
| Inventory list | yes | as of stocktaking date | seller | stock |
| Supplier reconciliation statements | no | — | — | contracts |
| Criminal record extract | yes | 2026 | national criminal records office (Ministry of Justice, Nantes), issued only to the person concerned | cross-cutting |
What this means for you: ten documents out of thirteen were received. Three are missing, and each absence carries a price: without the tax and social-security certificates it is unknown whether the company is up to date (the certificates answer yes or no; they give no amount, and only the company itself can obtain them); without the reconciliation statements, the debt owed to suppliers is unknown. All three are carried into section 16 as a condition of the deal, not a wish.
6. What the Price Is Made Of and What Transfers to You
| Pillar | How it transfers | What confirms it |
|---|---|---|
| 1. Legal structure (the company itself) | transfers on its own | incorporation documents |
| 2. Right to the premises (lease) | requires the landlord's consent | lease contract, the change-of-control clause |
| 3. Right to operate (permits) | transfers on its own | licenses from the package |
| 4. Means of production (equipment) | requires the leasing company's consent | lease agreements, equipment list |
| 5. Stock and goods | transfers on its own | inventory list |
| 6. People (employees, tenure) | transfer on their own | social-security filings |
| 7. Demand (what customers are attached to) | does not transfer automatically | dated review history |
| 8. Contracts and counterparties | not established: seller declined | reconciliation statements not provided |
| 9. Name, trademark, and digital keys | transfers on its own | incorporation documents, domain |
| 10. Provability of the money (accounts) | — | accounts, statements, till records |
| 11. Past and future obligations | stay inside the company | not provided by the seller: tax and social-security certificates |
What this means for you: at the €550 tier, most of these eleven lines rested on a public trace, on the seller's word, or were not examined at all. With the documents, eight are confirmed on paper, one (demand) rests on a public trace, one is closed by the seller's refusal, and one stays open until the seller provides the tax and social-security certificates. A refusal is also a result, and it is recorded as one.
7. Profile: What Carries the Price and What Is Confirmed
By typical sector structure (a model, not a measurement of this specific property): the price of a restaurant is usually carried by the right to the premises, the equipment, and demand.
For this specific property (fact as of the report date):
Confirmed by a document or register entry legal structure · right to the premises · permits · equipment · stock · employees · name and digital keys · provability of the money
Backed only by a public trace, not a document demand (dated review history; it does not transfer, section 6)
Not provided by the seller obligations (tax and social-security certificates)
Seller declined supplier contracts
Resting only on the seller's word no items remain here
What this means for you: there is deliberately no score and no total here — these lines cannot be added into a single number, and that number could not be used to compare two businesses anyway. The difference from the €550 tier does not show up as a count — it shows up in the nature of the confirmation: there, most lines rested on a public trace, on the seller's word or on nothing; here, almost everything rests on paper. That is what the €950 buys instead of €550.
8. Stated · Document · Discrepancy
The core of this tier. The left column is what the seller said. The right column is what the paper says.
| Stated by the seller | What the document says | Discrepancy |
|---|---|---|
| revenue of €240,000 per year | filed accounts for 2025: €187,400 | −€52,600, i.e. 22% lower |
| "profit of around 70,000" | result per filed accounts: €41,900 | the €28,100 gap is almost entirely the owner's salary with its social contributions (€21,600) and personal expenses run through the company (€6,200) — €27,800 together, section 9 |
| "one employee, recently hired" | social-security filings: one full-time employee with 9 years of tenure (hired by the previous owner of the business, carried over in 2019) | if later let go, statutory severance is about €4,200 (section 15) |
| "the equipment belongs to the company" | leased, 2 units, 26 months remaining | €20,280 of lease payments remain owed by the company |
| "an ordinary lease, renewable" | the contract contains a change-of-control clause | its effect depends on the wording — read it with a lawyer |
| "operating for more than ten years" | company registered 13.03.2019 — seven years | the business is older than the company: bought in 2019 |
What this means for you: a discrepancy is not an accusation of lying. The seller may have counted revenue as turnover before refunds, and profit as what gets taken out of the till. But the price is stated based on the numbers in the left column, while the business being bought carries the numbers in the right column. That difference is the subject of the negotiation, not a judgment of the seller's character.
9. Reconstructing the Owner's Income
What actually stays with the owner is not a line in the accounts — it is a calculation built from them.
| Item | Amount |
|---|---|
| Result per filed accounts for 2025 (accounts 2025, p. 4) | €41,900 |
| Added back: owner's salary — the président's total cost to the company, including social contributions (accounts 2025, p. 6; payroll summary, p. 2) | +€21,600 |
| Added back: owner's personal expenses run through the company (bank statements, pp. 3–9: personal card payments) | +€6,200 |
| Deducted: equipment replacement not accrued in the accounts (equipment list, p. 1: oven and cold room past service life; estimate) | −€4,500 |
| Total owner's income | €65,200 |
Why the owner's salary is ADDED BACK, and not counted as a cost. The previous owner paid himself a salary, and in the accounts that salary reduced the profit. If you are the one who will be standing behind the counter, that money does not go anywhere — it simply stays with you. That is why it is added back into the calculation. If instead you plan to hire a manager rather than run the place yourself, this amount has to be subtracted back out: income would then be about €21,600 lower.
A range, not a single number: from €59,000 to €69,700; the base of €65,200 sits inside it. The low end drops the €6,200 personal-expense add-back in case some of those payments turn out to be business costs; the high end drops the €4,500 equipment deduction in case the replacement is not needed in the first year.
What this means for you: the figure of €65,200 is not "profit" and not a promise. It is what would stay with the owner if next year repeated last year exactly. The adjustments were made in both directions — up and down — because one-sided adjustments always produce a flattering answer.
10. The Money Bridge: Three Sources on the Same Money
| Source (all from the package) | Over 12 months |
|---|---|
| Till and card-terminal reports | €183,900 |
| Received into the bank account | €171,200 |
| Shown in the filed accounts | €187,400 |
The cash flow does not reconcile in two places: €12,700 between the till and the bank, €3,500 between the accounts and the till.
What this means for you: a gap between the till and the bank is normal for a business with cash revenue — part of the money goes toward purchases without ever reaching the account. But this can only be checked against a cash ledger, which is not in the package. Until it is produced, the €12,700 remains an unexplained amount, and the price calculation cannot rely on it.
11. Stress Pass: What Happens If Things Go Worse
| Scenario | Owner's income | Payback period |
|---|---|---|
| Same as last year | €65,200 | 2.1 years |
| Revenue 15% lower | €37,100 | 3.7 years |
| Revenue 15% lower and the only employee leaves | €33,100 | 4.2 years |
Assumptions: in row 2 costs stay the same, so the whole revenue drop (15% of €187,400 = €28,100) comes off the owner's income; in row 3 the only employee leaves and replacing them costs €4,000 in the first year (two months of employer cost at about €2,000 per month — minimum wage plus employer contributions — for recruiting and training; an assumption, not a document).
What this means for you: the purchase holds up under a 15% drop in revenue — the business stays profitable. But the payback period rises from 2.1 to 3.7 years. The third row shows why keeping the long-tenured employee matters: losing them pushes it to 4.2 years.
12. How Long Until the Money You Put In Comes Back
At a price of €138,000 and the owner's income range from section 9 ("low to high"):
- at the low estimate (€59,000) — 2.3 years
- at the base estimate (€65,200) — 2.1 years
- at the high estimate (€69,700) — 2.0 years
What this means for you: a range is given on purpose instead of a single number. A precise figure creates false confidence: it rests on the assumption that next year will repeat last year. This is not a business valuation and not a judgment about the price — it is the time it takes to get the money back under three different income assumptions.
13. How Long to Wait Before the Business Is Running at Full Strength
At least 1 month based on the deadlines that are established. For 1 more item, the deadline is not established. This does NOT mean the business is closed: it operates from day one.
| Item | Deadline |
|---|---|
| Leasing company's consent to change of control | 1 month |
| Notice to the landlord under the change-of-control clause | deadline not established |
| Declaration to the town hall if the person running the restaurant changes | at least 15 days before the change (Public Health Code, art. L3332-4) |
What this means for you: this is the strongest side of the chosen deal structure. In an asset purchase the price would sit in the notary's escrow through the publication and creditor-objection period; here the business operates without interruption. The one month is the time needed for the leasing company's consent, and it is worth obtaining before signing, not after.
14. Competitive Environment
| Competitor (map listings, 29.08.2026) | Distance | Reviews | Rating |
|---|---|---|---|
| The property's business | — | 148 | 4.3 |
| Restaurant on the waterfront | 240 m | 1,020 | 4.5 |
| Family-run trattoria | 310 m | 610 | 4.6 |
| Chain pizzeria | 450 m | 380 | 4.0 |
Cross-check: the strongest neighbor has seven times more reviews with a rating 0.2 points higher. The property's business is not the leader on this stretch: by reviews it is last of the four (148), by rating third.
What this means for you: with revenue of €187,400 and this kind of surroundings, growth from "just running it better" is unlikely: the neighbors are more visible and rated higher. Planning to recover the money in two to three years should be based on current revenue, not on expected growth.
15. Negotiation Plan: What the Discrepancies Convert Into in Money
| Finding | Amount | How to use it |
|---|---|---|
| Remaining lease payments owed by the company | €20,280 | deduct from the price or require the seller to pay it off before the deal |
| Statutory severance if the long-tenured employee is later let go (1/4 month's pay per year of tenure × 9 years, at the minimum wage of €1,867.02 gross per month from 01.06.2026, per the social-security filings) | €4,200 | do not pay the seller this part upfront: it is placed into the notary's or an escrow agent's account and released to the seller after 12 months if no claims have arisen |
| Debt to suppliers unknown | not established | hold back part of the price until the seller produces the reconciliation statements |
| Tax and social-security status unknown | not established | hold back part of the price until the seller provides both certificates |
| Change-of-control clause in the lease | — | obtain the landlord's written consent BEFORE signing |
What this means for you: these amounts are not a demand for a discount and not a judgment about the price. In a share purchase these obligations stay inside the company you are buying: you do not pay them personally, but they come out of the company's money and so out of the value of your shares. They are either deducted from the price, covered by the seller's warranty, or they reduce what you bought. The last option is the most expensive and the most common.
16. What to Request From the Seller Before Signing
| # | Document | What it will close | What a refusal means |
|---|---|---|---|
| 1 | Tax status certificate (attestation de régularité fiscale) — only the company can obtain it | whether the company is up to date with taxes (yes/no; no amount) | if refused, a price holdback becomes a mandatory condition |
| 2 | Social-security status certificate (URSSAF attestation de vigilance) | whether social contributions are up to date | if refused, a price holdback becomes a mandatory condition |
| 3 | Supplier reconciliation statements | debt owed to suppliers | a refusal is a result and is recorded in the file |
| 4 | Cash ledger for 12 months | the €12,700 gap between till and bank | without it, the gap remains unexplained |
| 5 | Landlord's written consent | the change-of-control clause | without it, the lease may be revised after the deal |
| 6 | Leasing company's consent to change of control | transfer of the equipment | without it, the equipment stays with the leasing company |
| 7 | Asset and liability warranty (garantie d'actif et de passif) with part of the price held back | any obligation from before the deal that surfaces later | without it, such an obligation is paid from the company you bought |
What this means for you: this is not a formality. The first three items are the three documents out of thirteen missing from the package, and all concern money that stays inside the company you are buying. A refusal to provide them is also an answer, and it is recorded in the file.
17. Questions for the Seller — Can Be Sent As-Is
| In English | To the seller, verbatim |
|---|---|
| What explains the difference between €240,000 and the filed accounts? | Comment expliquez-vous l'écart entre 240 000 € et les comptes déposés ? |
| Where did the €12,700 that did not reach the account go? | Où sont passés les 12 700 € qui ne sont pas arrivés sur le compte ? |
| Are you prepared to pay off the lease before the deal? | Êtes-vous prêt à solder le crédit-bail avant la cession ? |
| Will you obtain the landlord's written agreement to the change of control? | Obtiendrez-vous par écrit l'accord du bailleur sur le changement de contrôle ? |
What this means for you: the questions are written in the seller's language on purpose — they can be forwarded as-is, without knowing French. The first two questions matter more than the rest: the answer to them determines whether this is a matter of different terminology or a different picture of the business.
18. What Was Checked and What Was Not Checked
| Area | Status |
|---|---|
| Accounts, statements, till records — cross-checked against each other | checked 29.08.2026 |
| Companies register (status, officers); shareholders and beneficial owners — from the bylaws, the share register and the seller's beneficial-owner extract | checked 29.08.2026 |
| Collective (bankruptcy-type) proceedings in the official gazette BODACC | checked 29.08.2026, no records found |
| Sanctions lists | checked 29.08.2026, no matches |
| Lease contract, licenses, leases, inventory list | checked against the documents in the package |
| Tax and social-security status | not provided by the seller |
| Debt to suppliers | seller declined |
| Authenticity of the documents provided | not checked: this is established by the issuing authority |
What this means for you: "no records found" is not a certificate ruling out debt. It only means the absence of a record in the named source on the named date. Separately: all documents were accepted as provided by the seller, without authentication — a coordinated set of forgeries would pass through undetected, and this is stated directly.
19. What Remains Unknown to Anyone
- Cash revenue that bypasses the till. Not reflected in any document. The €12,700 gap could
be purchases, or it could be this — the paperwork cannot tell the two apart.
- Whether customers will come back for a new owner. No paper will show this.
- The real reason for the sale. Not established by any document.
- The equipment's condition. Ownership is confirmed by the lease and the inventory list; wear
is not — that takes a physical inspection.
What this means for you: these are limits not of this particular check, but of documents in general. The first of the four is checked with three evenings of observation, the last with one visit from a mechanic. Both cost only time.
20. Next Steps
- Send the seller the four questions from section 17 — today.
- Require the seven items of section 16 as a condition of signing.
- Once the landlord's and the leasing company's consents are obtained, the change-of-control risks in section 15 are closed; the money holdbacks stay until the certificates and the supplier statements arrive.
- Discuss the price based on the income range of €59,000–€69,700, not the stated €70,000.
What this means for you: the order matters. The landlord's consent and the leasing company's consent cost nothing and close the change-of-control risks; they do not replace the money holdbacks (the €20,280 of lease payments still has to be settled in money). Obtain them before discussing price, not after.
21. Limits, Liability, Expiry, and Handling of Documents
This is not an audit, not a business valuation, not a legal or tax opinion, and not a recommendation to buy or not to buy. The decision stays with the buyer.
Liability is limited to the amount paid for the report. No person signs this report; every fact is traceable to the named document of the package or the named register (section 22), and every income adjustment cites the page of the document it comes from.
The fast layer's expiry is 7 days. Information on debts and court proceedings is accurate as of the date it was obtained. If more than seven days pass between that date and signing, these items should be requested again.
Handling of documents. Files sent in are retained for 90 days after the report is delivered and then deleted. Names of third parties, personal ID numbers, and employee addresses do not appear in the report — only amounts, deadlines, and statuses.
What this means for you: the report shows what is on record in the documents and in government sources on a specific day. It does not replace a lawyer at signing and does not promise a particular outcome for the deal.
22. Appendix: Sources, Dates, Status
| Source | What was taken | Date | Status |
|---|---|---|---|
| Seller's document package | accounts, statements, till records, lease, social security, leases, inventory, bylaws | 29.08.2026 | received, 10 of 13 items |
| Official companies register | name, SIREN, officers, status | 29.08.2026 | received |
| Official gazette of mandatory notices (BODACC) | collective proceedings, past sales of the business | 29.08.2026 | received |
| Property register | owner of the premises | 29.08.2026 | received |
| Consolidated sanctions list | matches for the company and shareholders | 29.08.2026 | received, no matches |
| Tax and social-security certificates | whether the company is up to date | 29.08.2026 | not provided by the seller (only the company can obtain them) |
| Map listings | reviews and ratings of the business and three competitors | 29.08.2026 | received |
What this means for you: every line of the report can be opened and checked independently — the source and date are named. A report that cannot be double-checked is worth nothing.
Release & receipts: version 3 · first issued 29.08.2026, updated to standard edition 3 on 21.09.2026, corrected 03.10.2026 · machine acceptance and fact-check are recorded in the deal file.