Since May 15, individual entrepreneurs have been subject to a new legal status characterized by the separation of their personal and professional assets. Thanks to this new status, the personal assets of an individual entrepreneur are protected from the financial risks inherent in his activity since only his professional assets, made up of assets that are “useful” to his activity, can now be seized by his professional creditors.
In this context, a device is planned to allow the transmission of the professional assets of the individual entrepreneur. Thus, when an individual entrepreneur wishes to transfer his activity to another person (a successor) or to a company, he can transfer all of his professional assets to it, whether by donation, sale or contribution to a company, and this without the need to proceed with the liquidation of this heritage.
This universal transfer of assets must be advertised in such a way as to inform the creditors of the individual entrepreneur. The latter can then oppose the transfer.
As such, the terms of the publication of this transfer and those of the opposition of creditors have been specified.
Please note: the debts of contributions and social security contributions of an individual entrepreneur cannot be included in this transfer of assets.
Publication of the transfer of professional assets
The transfer of the professional assets of an individual entrepreneur will not be enforceable against third parties (in particular creditors) until it is published. In practice, this publicity must take the form of a notice published by the individual entrepreneur in the Official Bulletin of Civil and Commercial Announcements (Bodacc) no later than one month after the transfer is completed.
This notice must indicate in particular the names and addresses of the parties (the individual entrepreneur and the donee, the buyer or the company benefiting from the contribution) and the professional activity exercised. It must be accompanied by a descriptive statement of the assets thus transferred as it results from the last closed accounting period updated on the date of the transfer.
This description must contain the following information:
– the overall value of the asset;
– the list of securities enjoyed by the individual entrepreneur and the amounts of debts guaranteed by it;
– the overall value of the liabilities;
– the list of professional assets encumbered with security and, for each of the assets concerned, the nature of the security and the amount of the guaranteed claim.
Clarification: the values of assets and liabilities must be those which appear in the accounts of the individual entrepreneur for the last closed financial year updated on the date of the transfer.
Objection of the creditors of the individual entrepreneur
The creditors of the individual entrepreneur whose claim arose before the publication of the transfer of the professional assets of the latter may oppose this transfer. To do this, they must seize the competent court within the month following the publication of the notice of transfer to Bodacc.
Decree No. 2022-799 of May 12, 2022, JO of 13
Order of May 12, 2022, JO of 13