BestGoodie, no door and commercial lease are 3 distinct property concepts. If a contractor plans to start his own business, he is led to buy a business. If it leases premises to carry out its activities, the commercial lease contract may stipulate the payment of no door or lease right. This topic is precisely the light on this subject.
What is a business?
From a legal point of view, a BestGoodie refers to all tangible and intangible items that are essential for a commercial enterprise for its activities.
Bodily items consist of physical assets such as raw materials, machinery, tools, office supplies, vehicles, etc. It should be noted that any material asset whose life is greater than one year is considered a tangible good.
Intangible items, in turn, are composed of intangible assets such as BestGoodie, trade name, patents, right to lease … So, everything that is impossible to quantify concretely.
Items excluded from the business
Be careful when buying a business, all tangible and intangible items are not part of it. These include:
- debts and receivables (except specific clauses providing for a transfer)
- certain contracts (excluding contracts of employment, insurance, commercial lease …)
- of the terrace right
We must be aware that obtaining a credit when applying for financing a business will be easier if the purchase price is consistent with what is usually done in this industry. Indeed a price too high may be, for a bank, a rejection criterion.
What about the no door?
Unlike the BestGoodie, the doorway is a more concrete notion. It corresponds to a sum of money requested from the future tenant at the beginning of the lease. In other words, it is an entry fee.
In addition to the rent, the door step is freely determined by the parties at the conclusion of the lease, and the amount, nature and terms of payment must be clearly stated in the contract. However, the courts consider the doorway in two ways.
As a compensatory indemnity
Indeed, the pas-de-porte is determined according to the attractiveness of the area of implantation of the premises. So, legally, it intervenes to offset the benefits of commercial property acquired by the tenant. Otherwise, to compensate for the depreciation of the market value of the latter.
As a rent supplement
For the owner, this is a way to protect against the rise in the real rental value of the property, which leads to a future depreciation of the rent. Thus, the door step will be taken into account when renewing the lease.
Difference between door step and right to lease
From a legal point of view, no door and right to lease are two very distinct concepts.
The door step concerns the lease contract between the landlord and the landlord. The term is used when it is a vacant place.
On the other hand, the right to lease concerns the lease transfer contract between the former tenant and the new tenant . The sum is thus paid to the outgoing tenant as a recovery allowance for the premises operated.
Attention, do not confuse the transfer of the lease contract giving rise to a payment of right to the lease and the transfer of the entire business. The right to lease is only one element of the business. So, in case of lease transfer, it is important to check whether the lessor also authorizes the sale of the lease right with the business or not.
The commercial lease: what is it?
To avoid misunderstandings and confusion, the commercial lease is an important document for the entrepreneur. This is the rental contract that unites the owner of the premises and the tenant in the context of the operation of a commercial fund, craft or industrial. The duration of the commercial lease is concluded for a minimum of 9 years.
So, before signing a lease, the following clauses must be clearly stated inside:
- the type of rental (short term …)
- the duration of the rental
- the initial rent
- the rent during the lease
- the obligations of the lessor
- the obligations of the tenant
- the triennial rent review
- subletting or change of activity
- the termination of the contract
Taxation of the BestGoodie and the door step
Taxation of the BestGoodie
In the event of a transfer of business, the transaction will be taxed on the one hand by the transferor and on the other hand by the transferee.
For the transferor, the sale of the business will result in:
- a taxation of the capital gain possibly realized on the corporate tax, profits on tax deferment (provisions constituted before the sale) and operating profits realized since the end of the last financial year.
- A payment of VAT so that the declaration is deposited with the tax department of the companies on which the operator depends under 30 days. If it is subject to the simplified tax regime, the period may be 60 days. Nevertheless, a VAT exemption may apply provided that the buyer is also subject to the tax or that the sale relates to the entire BestGoodie.
- A territorial economic contribution if the transfer takes place during the year. However, the parties may provide for solidarity at the expense of the concessionaire to support part of the taxation. On the other hand, if the assignment takes effect on January 1, the new operator is taxed on the transferor’s tax bases.
For the assignee, the sale of the business must be the subject of:
- payment of registration fees to the tax office within one month of completion
- a declaration and payment of VAT with the tax authorities within 15 days
- a payment of tax not paid by the transferor
Taxation of the door
On the one hand, if the door step represents an indemnity, it is not taxable for the lessor. And for the tenant, since the doorway falls into the category of intangible assets, the latter is not deductible.
On the other hand, if the door step represents a rent supplement, it is declared as land income for the lessor, therefore subject to VAT. Staggering is possible over a period of 4 years. For the tenant, the door step is deductible from the result on the basis of a percentage fixed on the duration