Selling a real estate company: the steps, from preparation to signing

Prepare before talking to a buyer

This is the most often neglected step, and the one that shapes all the others. It means knowing what the company is really worth, gathering the documents a buyer will ask for, clearing up known grey areas, and reaching agreement between shareholders if there are several.

Two useful reads at this stage: how a buyer values your shares, and the checklist of documents it will ask for.

First contacts and confidentiality

Potential buyers are approached, and those who show interest generally sign a confidentiality agreement before receiving the first information: accounts, list of properties, rent roll. Neither the sale nor its price is made public; only some of the changes that follow from it, such as the director's resignation, are published afterwards.

Viewings and offers

After reviewing the first documents, interested buyers view the properties and meet the seller. They then submit an offer. This is the moment to compare them on all their terms, not on price alone. How to compare offers.

The letter of intent

The chosen offer is formalised in a letter of intent, signed by both parties. It sets the price or how it is calculated, the main terms, the timetable, and often an exclusivity period during which the seller undertakes not to negotiate with other buyers.

Exclusivity should remain limited in time, and be granted only to a solid offer.

Due diligence

The buyer then analyses the company in depth: accounts, tax, financing, buildings, leases, disputes. Depending on what it finds, some buyers still try to renegotiate at this stage. A complete file with no surprises is the seller's best protection.

The share transfer agreement

The share transfer agreement (SPA, for Share Purchase Agreement) sets out the final price and payment terms, the liability guarantee and its limits, the treatment of current accounts and personal guarantees, and any conditions to be met before the shares are transferred (conditions precedent).

Signing and transfer

At transfer, the price is paid, the transfer is recorded in the share register, and the seller resigns as director. The release of personal guarantees must be confirmed in writing by this point at the latest. In simple cases, signing of the agreement and transfer take place on the same day; they are separated when conditions precedent must first be met, such as the bank's consent.

No notary is required for a share transfer, although some parties prefer to sign at their notary's office.

After signing

The change of ultimate beneficial owner must be declared in the UBO register within one month, and the director's resignation, like the appointment of their successor, is published in the annexes to the Belgian Official Gazette. The liability guarantee then runs for the agreed period.

How long does it take?

From first contact to signing, expect two to four months for a well-documented file.

What most often lengthens it: incomplete accounts or leases, an urban-planning situation to regularise, the release of bank guarantees, and the number of shareholders who must agree.