Commercial, distribution & goodwill
Acquiring, selling and growing a commercial business in complete security.
JANSSENS Law Firm assists with the sale and acquisition of businesses (goodwill) and the structuring of distribution networks under the Belgian Code of Economic Law. Exclusive distributorships, commercial agency, franchising and pre-contractual information, unfair competition and debt recovery: we secure commercial growth and defend your interests in the event of termination.
What you need to know
How does the sale of a business (goodwill) work in Belgium?
The sale of a business covers a set of tangible and intangible elements (clientele, trade name, lease, equipment, stock). It requires an audit of contracts (commercial lease, staff, suppliers), a precise transfer agreement on scope and warranties, and the handling of employment and tax aspects. We structure the deal and secure liability warranties.
What is the difference between distributorship, agency and franchise?
These three distribution models are governed by distinct legal regimes. A distributorship grants the right to resell in one's own name; commercial agency binds an independent intermediary who negotiates on behalf of the principal, with a goodwill indemnity at the end of the contract; franchising rests on the transfer of know-how and a brand, framed by a pre-contractual information obligation. The choice determines your obligations and the cost of termination.
What compensation applies on termination of an exclusive distributorship?
Termination of an exclusive distributorship of indefinite duration gives rise to reasonable notice or compensation in lieu. Where applicable, additional compensation is due for the clientele brought in, the costs incurred and the staff. We assess the notice period and the amount of the indemnities, whether claiming or defending.
What is pre-contractual information in franchising?
The Code of Economic Law requires the franchisor to provide a pre-contractual information document at least one month before signing. This document sets out, in particular, the reciprocal obligations, the financial terms and the history of the network. Its absence or inadequacy may render clauses, or even the contract, void. We draft and audit these documents and the franchise agreement.
What can be done against unfair competition?
Book VI of the Code of Economic Law allows unfair commercial practices to be stopped quickly. Disparagement, confusion, abusive poaching, free-riding or breach of a non-compete clause can be sanctioned by a cease-and-desist action before the President of the Enterprise Court. We act urgently to stop the harm and obtain redress.
How can an unpaid commercial debt be recovered?
Recovery combines an amicable phase and, if necessary, a judicial phase. Formal notice, late-payment interest and indemnities, proceedings and then enforcement by a bailiff: we handle recovery from start to finish, taking into account the rules specific to business-to-business and consumer debts.