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Evolution of world trade

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1- In 2001, the growth of the economy in terms of gross domestic product slowed sharply in each of the three main economic regions, the United States, the European Union and Japan. Economic growth reached a little over 1%, against 4% in 2000. .

2-The impact on developing countries has been much more pronounced than in previous downturns of the 1990s. After reaching 5.4% in 2000, their economic growth was only 2.1% in 2001. Only China and India, two large, relatively closed economies, have remained more or less immune to the depressing influence of global markets.

3- Due to this economic environment, the evolution of world merchandise trade has experienced its greatest decline since the second oil crisis of the early 1980s. In the first half of 2002, volume has gradually recovered, but the context remains the same. hesitant global growth1. While the value of imports from the European Union and the United States decreased by 6% compared to the same period in 2001, in Japan and Latin America its decrease exceeded 10% 2. Conversely, in China and Russia imports increased by 10% and 7% respectively. Thanks to an increase in demand, especially in North America, in 2002 the volume of world merchandise trade is expected to increase by 1% compared to the previous year. The growth in the value of exports will be slightly higher following a general appreciation of the dollar forecast during the year.

4 – According to estimates, the volume of world merchandise exports decreased by 1% in 2001, while in 2000 it reached 11%, which is the highest growth rate in the last decade3. Production and trade suffered a sharp slowdown because of a general stagnation of investments and a slow growth in final consumption (2-2.5%), which was also satisfied by previously accumulated stocks.

5- The abrupt interruption of investment in information technology equipment in OECD countries, coupled with the slower pace of consumption of this type of product, has led to a deterioration of international trade in office equipment and in particular the exports of Asian countries specializing in the production of this category of goods. In 2001, the value of world merchandise exports fell 4% to $ 6 billion, the largest decline since 1982. In all economic regions, a decline in export revenues occurred, except in the United States. economies in transition that have seen increased revenues from the sale of fuels. The fall in the value of exports was recorded for the three main product groups: agricultural products (-1%), mining products (-8%) and manufactured goods (-4%).

6 – The 1% trade services trade inflection affected all categories of services and major regions.

7 - With a participation of 1.4% of the value of world merchandise trade in 2001, Switzerland maintained its rank as a merchandise exporting and importing country (20th, respectively 17th) and commercial services (17th, respectively 27th). The evolution of the balance of goods improved thanks to an increase in the value of exports of 4% to 132 billion francs, higher than that of imports by 1% to 130 billion francs4.

8 – For Switzerland, the bulk of international merchandise trade takes place with other industrialized countries: 78% of the value of exports against 88% for imports.In 2001, goods traffic to developing and transition countries5 reached worth CHF 29 billion, or 22% of total exports. During 2001, this position deteriorated especially in relation to the Asian emerging countries, Argentina, Turkey and South Africa. Imports from developing countries reached 15 billion francs, equivalent to 11.5% of the total. Despite their overall stability, imports were characterized by a sharp drop in flows from Asian countries. This trend continued during the first half of 20026, accompanied by a decrease in the value of trade with the industrialized countries due to negative volume effects following the general appreciation of the Swiss franc. The branches affected by this contraction are the electronics industry and machinery, while the evolution of exports of the chemical and pharmaceutical branches remains positive.

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Business

International Trade Section

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When the internal market becomes too narrow, it is time to consider an international expansion strategy. This is an opportunity for any entrepreneur seeking to increase his growth potential. The basics to know before tackling an international trading strategy.

The challenges of an internationalization strategy

Like any diversification, it is advisable to act with method and rigor to succeed its project. The first step is to build a relevant roadmap: definition of goals and action plans. This amounts to formalizing the “why”, the “how”, the “how”, the “who” and the “when”. Do not forget to take into account the intercultural aspects. A key success factor.

Do not hesitate to be helped by consular agencies, very knowledgeable of winning export strategies. By their knowledge of the countries, they also offer a significant support to lead its export diagnosis. In short, we must capitalize on their experience.

International trade – must we start?
Qualitative and quantitative benefits
A company that wants to expand abroad sees and prepares its strategy for the long term. The benefits are certain, not just to enjoy a low labor cost. This is:

  • Increase profits and sales by opening up its products and services to new markets and therefore to new buyers.
  •   Optimize products, where the original market is saturated or not very beneficial.
  •   Expand the product portfolio and thus meet an ever more demanding clientele.
  •   Developing its technologies through the transmission of know-how and knowledge

But bigger and more complicated risks to evaluate

International trade also relies heavily on risk. Hence the preparation of a “well-crafted” strategy. Standards and customs vary greatly from country to country and the control of these aspects is delicate. This is why these threats are now appreciated by international rating agencies.

A company must collect as much information as possible, assess all possible risks and take out insurance accordingly:

RISKPROBLEMSSOLUTIONS
Foreign exchange
risk
Fluctuating foreign exchange rateInclude an exchange policy
Credit riskPossible loss on a claimRequest a full payment on the order, Payment on an open account, insurance …
Risks related to
intellectual property
No protection from a country to a
other
Modify, improve the offer to stay competitive
Transport risksLosses, theft, contamination,
seizure
insurance
Risks related to
ethics
Country-specific valuesVigilance and control

Theory and practice are two very different things. That’s why, to grow abroad, a company must ask the right questions and lay out the information available. The Business Plan is an excellent support for example. By completing it, the company will gather all the necessary information and will be able to adopt the best strategy.

How to enter international trade in 6 key steps

After performing an export diagnosis to ensure its potential and ability to carry out such a strategy, here are the steps to follow. It should be noted that most of the steps are part of a market study.

1- Choose the country and the right product

This is to identify his target. Internet is a powerful tool available to all. In some research, the company will be able to identify the demographic social criteria of its target and the use of the product made in the targeted country.

  • Collect information on social networks, opinions in surveys, market research
  • Check with public bodies such as the Chamber of Commerce, the Regional Directorate of Foreign Trade or embassies …

2- Go around the regulations

These vary greatly from one country to another and especially from one continent to another. And even if the International Chamber of Commerce and / or Free Trade Zones, which we have discussed above, largely regulate trade, the states remain masters of their territory. Some products may even be banned for import or export.

3- Adapt the product to the country

How will the product be perceived? Seen? Judged? Not only the product must be adapted, but also its:

  • name
  • label
  • conditioning
  • packaging
  • and price

4- Adapt logistics to international trade

Once the perfect market is found, that is to say, not very competitive and where the products seem attractive to consumers, the company will have to organize to gain a foothold. Logistics and all the insurance that surrounds it will be decisive. For this, the company must:

  • Find suppliers, collaborators in accordance with its values and requirements.
  • Train your teams internationally.
  • Clear conditions, contracts, payment methods and ensure products and services to prevent all risks.
  • Organize transport according to the possible barriers to the entry of the country and according to the terms of the International Chamber of Commerce

5- Promote your products and services in a foreign market

Communication methods are specific to each culture and country. It will be necessary here to establish the prospecting channel which will be the most interesting to invest to make known his brand and develop the image of his company in the target country:

  • Traditional channels: associations, communities, trade shows, trade fairs …
  • Economic missions.
  • Digital prospecting: social networks, influencers or Key Opinion Leaders, online advertising.

6- Customize the marketing strategy at the market

Once all the conditions have been defined, think about the communication around the product:

  • Provide a website in the language of the target country.
  • Choose the currency to display. If it is different, the company should consider offering at least one international payment method such as PayPal.
  • Do not forget the SEO (the natural search engines) and the UX (the user interface). Whether it is to act on the ergonomics of the web page or the ergonomics of the keywords, both are not to be neglected.

International trade has always existed more or less. In any case, it goes back to time immemorial. However, it is on this last century that it will have taken all its magnitude. Today we are even talking about a global economy. Indeed, each international event will affect prices, products, demand and the market. In addition to being attentive to where, what and how, you will always have to keep an eye on who and what. A political event, an economic crisis in a country or even a world cup in a country can change the game.

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Assignment and sale of a goodwill: what is the procedure to follow?

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When you sell a business, and especially a business, a portion of what is sold, and which often represents the largest portion that can be valued and valued, is called goodwill. The sale or sale of a business is not as simple as it seems at first glance. A goodwill is a collection of tangible and intangible items relating to the operation of a commercial or industrial activity.

While it is relatively easy to count and evaluate material / bodily elements, intangibles are more difficult to assess.

In addition, the sale of a business is subject to legal obligations, particularly regarding the form: mandatory information, registration formalities (changed by Macron law), payment of transfer duties (or registration fees) .

These formalities are intended to protect the creditors of the seller, but also the buyer in case negative elements have been hidden. The bill of sale itself is either made by a professional (notary for example) or under private seal.

1- The composition of the business
2- Information obligations before the sale of the business
3- The sales agreement and the deed of sale of the business
4- And after the sale of the business?

1-THE COMPOSITION OF THE TRADE FUND
Body elements are material elements such as furniture, tools, goods, material stock, etc.

Intangible items are immaterial items such as clientele – essential element of the fund -, leasehold right, trademark, trade name, relations with suppliers or partners, employee employment contracts, patents and property rights intellectual property, the website, the rental agreement, etc.

Often related to each other, these elements constitute the value of the business.

Attention, because there are some elements that one might think to be part of the goodwill, and which in reality, are not part of what is transmitted during a transfer of business.

It’s about :

debts and debts (except in the case of tax solidarity and if the buyer does not take into account some of his obligations)
contracts that are not necessarily transferable
accounting documents (available to the buyer for 3 years)
buildings
the terrace right of a restaurant or a drinking establishment (this right is given in a personal capacity and the new operator must therefore request a new authorization.

2-THE INFORMATION OBLIGATIONS BEFORE THE TRANSFER OF THE TRADE FUND

Verification of Capacity, Authority and Consent of the Parties
Both the acquisition and the transfer of a business, they assume for the intervening parties to have the legal capacity and the power to proceed.

Thus, in the case of a protected natural person, it will be necessary to obtain the authorization of the family council or guardianship judge, as provided for in Articles 389-5, 457 and 495 of the Civil Code.

The question arises also in matrimonial terms, each spouse can not, one without the other, to transfer the goodwill assigned to the community. They can not thus, without the agreement of the other spouse, collect the capital resulting from such operations (Article 1424 of the Civil Code).

In addition, the operation of a goodwill makes the acquirer a merchant, which implies that he has the capacity to exercise a commercial profession or is not subject to any prohibition.

Finally, as is the case in any contract, the parties must have consented to the thing (the fund) and the sale / acquisition price; this consent must be free from all vice (fraud, error, violence, see below for consequences).

Employee information
If the company has less than 249 employees, they must be informed in case of sale of the business (or sale of the company if the sale gives the majority of the decision-making power) and this at least 2 months before the conclusion of the sales contract.

Employees can then make a proposal to acquire the business (or in the case of a sale an offer to buy shares, shares or a takeover offer of the company) but they also have an obligation of discretion.

There is an obligation to inform the transfer of the business, which must respect a certain formalism. Employees must be informed by a means that makes certain that they have taken knowledge of the transfer of the business at the right date (for example by an information meeting with signature of a register of presence or via a display with signature dated from a register proving that they were aware of this posting or by e-mail and certified date of receipt of this e-mail or by registered letter with acknowledgment of receipt or by bailiff’s act, etc.).

If the company has more than 250 employees, it is not affected by this information obligation. This obligation of information does not concern the transfer of the business to a spouse, ascendant or descendant.

The sale can take place between 2 months and 2 years and 2 months after the information of the employees. Then, it is necessary to inform again the employees if the project of transfer of the goodwill is always on the agenda.

In case of non-information of the employees, a fine (2% of the price of the transfer) is foreseen in case of procedure of action in responsibility engaged. However, the sale of the business can not be called into question.

List the elements of the business included
Recall that the clientele is the essential and essential element of the business, without which the qualification of goodwill can not be retained (the absence of customers entails for the parties to see requalify the transfer of goodwill in simple transfer commercial lease).

– 3The importance of listing the components of the business
It is crucial for the parties to proceed with the list, also known as the inventory of tangible items and incorporated into the fund. Any lack of precision will give the judges the free appreciation of the elements making up the fund and possibly modify the inventory in case of disagreement of the parties.

As such, the Court of Cassation considers that all the elements essential to the existence of a customer base form an integral part of the sale; in this, include the license to operate a drinking establishment, the trade name, the sign, the right to lease.

1- Items included in the surrendered fund
Even though the assignment agreement may not provide for this, a number of items are transferred to the purchaser:

The right to lease, subject to the status of commercial leases;

Current employment contracts;
Insurance contracts;
Publishing contracts (in the case of a publisher’s business).

1- Items excluded from the surrendered fund
On the other hand, as stated above, not all elements of the business are included; however, it is permissible for the parties to include them conventionally.

Among the items generally excluded, unless otherwise agreed, are the receivables and debts, the transferor’s lawsuits relating to the transferred clientele, real estate, contracts in progress with certain distributors or suppliers.

Right of first refusal of the municipality

If the transferred business is located within the perimeter of the shops and local crafts, the municipality may pre-empt it. This means that it will be a priority to buy it and then return it to a selected trader or craftsman.

When the goodwill is exercised in an area likely to be affected by this right of pre-emption, the seller must make a declaration of assignment to the mayor.

If he wishes, the mayor of the municipality then has 2 months to exercise the right of pre-emption on behalf of the municipality.

3-THE ASSIGNMENT PROPERLY SAID: COMPROMISE OF SALE AND ACT OF SALE OF A TRADE FUND

The compromise of sale or promise of sale

It is customary, because of certain events not realized (often the granting of a bank loan) the day the parties have agreed in principle, to precede the act of transfer of a promise of assignment.

We speak of a synallagmatic promise of sale (or compromise of sale), when both parties agree, the one – the transferor – to transfer the good, the other – the assignee – to acquire it.

The latter must, for sale, contain the statements required for the sale itself. The two parties must therefore have agreed on the subject (the fund and what it contains) as well as the price.

The conditions precedent to be fulfilled for the sale to be perfect will thus be mentioned precisely so as not to suffer from any dispute or possible interpretation.

Some promises of sale contain a clause of withdrawal, providing for the payment of an indemnity of 10% of the sale price by the defaulting party to the other party.

The deed of sale
The deed of sale of a business is an almost classic sales contract which must mention certain information relating to the fund and some of which are of public order and listed in Article L141-1 of the Commercial Code:

the sale price of the business
the name of the previous seller with the date and nature of its act of acquisition (origin of ownership) and the price of that acquisition for intangibles, goods and equipment,
status of privileges and pledges
sales and operating results for the last 3 years (or since the start of operations if the holding period is less than 3 years)
the elements of the lease (date, duration, name and address of the lessor and the transferor)
If these items are not indicated in the deed of sale, the latter can be canceled at the request of the buyer.

In case of inaccuracy of one of these mandatory information, the nullity can not be pronounced, but a decrease in the price of the transfer of the goodwill can be carried out if this inaccuracy caused

The deed of sale thus requires the presence of a writing in view:

to protect the parties and in particular the creditors of the assignor and also
to constitute intangible proof of the presence of a transfer of goodwill.
The deed of assignment obviously ensures the two parties certain things and in particular, for the buyer, that the seller guarantees him:

that there are no hidden defects. Example: sale of a drinking establishment located in a prohibited perimeter; a non-warranty clause for hidden defects may, however, be provided, but it must be express and will not be valid if the seller is in bad faith;
that there is no risk of eviction of third parties
As said in the introduction, this act can be done under private signature or under the aegis of a professional (notary). In the latter case, we speak of an authentic act.

4-AFTER THE SALE OF THE TRADE FUND

If the deed of assignment is a private deed, the purchaser of the business must register the deed of assignment with the tax authorities of the place where the fund is located in the month following its signature (the law Macron waives this period authentic acts because go through a professional guarantees that the act will be recorded).

It is through this registration that the buyer will know the fees to pay. It is usually the buyer who will pay but the deed of assignment may provide for a sharing of costs or payment by the seller.

Publication of the sale and opposition of the creditors

Before the entry into force of the Macron law of August 6, 2015, the transfer of a business should be published both in the BODACC (Official Bulletin of civil and commercial ads) but also in a newspaper of legal announcements in a period of 15 days. With the Macron law, the requirement to publish in a newspaper of legal announcements has disappeared.

Advertising is only done via BODACC. The period of opposability by the creditors is always 10 days.

If the assignment is made by a deed, BODACC’s advertisement of the registration of the deed of assignment is not mandatory.

Article L141-12 of the Commercial Code provides that the sale is “published at the purchaser’s request in the form of an extract or notice in the Official Bulletin of Civil and Commercial Announcements”. This publication must occur within 15 days of its closing date.

This same publication will open for the benefit of the assignor’s creditors the seller’s right to oppose the settlement of the assignment for a period of 10 days.

Indeed, it is only in the absence of opposition from the creditors that the purchaser may pay the price of the assignment to the seller. It will also be necessary to have disinterested the Tax Administration as well as any social organizations.

The purchaser who would pay the seller without having published the sale or without having waited for the expiry of the 10-day period is not released in respect of them (Article L141-17 of the Commercial Code), and this, not important, that the said creditors have or have not opposed the payment of the price (Com 24 May 2005).

In case of opposition, the seller has an appeal. In the absence of opposition, the purchaser may directly pay the price to the seller.

In practice, the price of the business is retained between three months and five and a half months to complete the formalities and to settle the claims of potential creditors and taxes. For this, we can appoint a receiver (notary or lawyer) who keeps the money in a neutral way.

This receiver is usually the agent of the purchaser (unless another option is decided) and the cost of the escrow is borne by the purchaser. Note that we can also sell only a portion of goodwill, so we talk about partial sale of business.

Procedures of the transferor
The transferor must close his accounts with several tax declarations and via the clerk of the commercial court, ask that the sale of the business be published in Bodacc (within 30 days of signing the deed of sale) with the registration of the deed of sale, the names and addresses of the owners (old and new), the nature and price of the fund.

If the transferor stops his activity, then he must think about asking for his cancellation from the Center of Formalities of Enterprises (CFE), which is the Chamber of Commerce and Companies for traders or the Chamber of Crafts for craftsmen.

The seller must also declare to the tax office the sale of the business (declaration of the actual profit of the goodwill on the day of the sale accompanied by a summary of the profit and loss account) within 60 days from the publication to the BODACC .

Registration with the Registry of Trade and Companies by the transferee
In the case of a first commercial activity, the purchaser, if he has never been a merchant, must apply for registration with the RCS; or, if it already is, apply for a secondary, complementary or amending registration. It may be, in the case of the seller who would like to cease his activity, to request his removal from the RCS.

If he already has an activity, the buyer must start a secondary establishment or, if he starts from scratch, found a company.

Formalities relating to patents, trademarks and models
If the business sold includes patents, trademarks, designs and models, the subsequent publicity formalities and specific to the transfer of these goods must be completed.

Establishment of an inventory
When taking possession of the premises by the tenant, the transfer of the right to lease included in the fund must be the subject of an inventory (Article L 145-40-1 of the Commercial Code).

Given the complexity of the procedure, it is advisable to be accompanied by a specialist. This one will know your needs and will write an act of transfer perfectly secure and adapted to your situation, while protecting your rights.

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