Buying and Selling a Business
Making the decision to buy or sell a business requires a thorough analysis of your financial positioning and a legal review to ensure that your personal and financial interests are protected. I work with my clients in all aspects of the purchase and sale of a business including business partnership purchases, partnership dissolution, asset division, and corporate mergers.
If you are contemplating selling or buying a business, Law office of Kris Mukherji can help you with matters such as the following:
- Determine whether the business you are buying has complied with all local, county and state laws
- Preliminary Neogtiations and Discussions
- Formal Agreement and Pre Closing matter
- Review, draft, or modify a purchase agreement to ensure that it is properly drafted and contains a non-compete clause that will protect your interests
- Ensure that the purchase agreement protects your business and that any promissory note or security agreement is drafted correctly
If you are buying a business: The threshold question is whether you are buying stock or the corporate assets. If buying a whole corporation, a business lawyer can research and inform you of the entire corporate history. You may be responsible for back taxes, debts, or civil liabilities.
If you are selling a business: How are you going to get paid? Should you finance the sale for the buyer over a period of years? How are you going to get all of the money you are entitled to? I can provide you with the resources and advocacy you need to protect your rights.
There are two ways to sell a business owned by a company. You can sell the business through a “stock purchase” or through an “assets only” purchase.
- Stock purchase: You are selling all of the outstanding shares of stock to the buyer. The buyer is buying the business and all of its assets and liabilities. Essentially this where the buyer purchases all or most of the seller’s stock and “steps into the shoes” of the seller. Sellers often like this transaction because the buyer assumes all of the seller’s debts and liabilities.
- Asset only purchase: The buyer is only purchasing the assets of the business. The buyer is not buying the liabilities. In an “asset only” sale, the selling corporation’s shareholders must approve the sale. In an “asset only” purchase, it is important to determine whether the corporation selling the assets is a party to any contracts limiting the ability of the corporation to sell its assets. For example, many equipment leases prohibit the sale or transfer of the equipment to a new owner. Most commercial leases will not allow the purchaser to simply take over the commercial leased space where the selling corporation is located.
