Business Sale & Purchase Agreement: What You Need to Know & What Should Be Included.
If you want to buy a business or sell a business, your Business Sale and Purchase Contract is the foundation of your understanding of the transaction. The terms and conditions outlined in a Business Sale and Purchase Contract can protect your rights, clarify the scope of the transaction, and memorialize all expectations of the parties thereto. When it comes to business sale and purchases, it is important to get the contract right. Missing important details can result in lost rights or benefits. Business sale and purchase agreements need to consider all aspects of the business being sold, from tangible and intangible assets, including real estate, patents, trade secrets, brand names, client lists, and other items. Liabilities also need to be considered. Failure to document everything can result in legal problems or losses after closing. A Business Sale and Purchase Contract is no place to use a template. Your business needs are unique. Contact Legal Counsel, PA and you will receive competent, legal advice from business sale and purchase agreement lawyers in Orlando, Florida with over 20 years of experience in business law. Contact Legal Counsel, P.A. and speak to our Business sale and Purchase Contract lawyers before you execute a business sale and purchase agreement.
You worked hard to build up your business and want to ensure that the sale of your business runs smoothly and that all transitional issues are considered. If you are buying a business, you want to make sure that all expectations are clear. What should be included in a sound business sales contract?
- Names of Parties.
- Assets Being Sold/Purchased. A comprehensive list is essential here, and it should include tangible and intangible assets. This list includes records of assets and liabilities, real estate, cash, trademarks or brand names, formulas, patents, royalties, computer programs, business processes, real estate, vehicles, computers, office equipment, client lists, and any other assets that may be essential to run the business.
- Price of the Sale.
- Non- Compete & Non-Solicitation Covenants- these covenants will survive the closing.
- Seller Representations and Warranties.
- Due Diligence.
- Familiarization Post Closing- This will set forth how long the Seller will stay on post-closing to train and familiarize the new owner for a term specified in the Contract.
- Closing Date.
- Documents to be delivered at closing.
- Asset Allocations (if asset sale).
- Operations of Business Pre- Closing.
- Assignability of Contract.
- Contingencies (if applicable).
- Lease of Business Premises.
- Accounts Receivable. Are they included in the sale or purchase or not?
- Indemnification and Right of Set-Off Post Closing.
- Accounts Payable.
- Inventory
- Condition of Equipment.
- Business Records.
Business sale and purchase agreements can be complex legal instruments. The Orlando Business Sale and Purchase Contract lawyers at Legal Counsel, P.A. can assist you with your contract needs. Get your business sale and purchase right. Have questions? We have answers. Contact Legal Counsel, P.A. today at 407-982-4321.
Stock Sale and Purchase Contract/Membership Interest Sale and Purchase Contracts
If you plan to sell or purchase stock in your corporation or your membership interest in a Florida limited liability company, it is important that you follow all local and federal regulations and make sure your contract protects you. Startups companies might sell stock or membership interests in their business entities to raise revenue. Established companies may choose to go public by selling stock. Alternatively, although unpopular, for tax purposes business owners may choose to sell the stock or membership interest in their business entity in lieu of an asset sale. It is important to be very clear about what is being sold in a stock purchase and sales contract/ membership interest sale and purchase contract so that there is no confusion about the limitations of the rights you are selling. Stock purchase and sales contracts/ membership interest sale and purchase contracts should be clear about describing the stock/membership interest being sold, the price of the stock/membership interest, the percentage stake in the company, and other important details. Here are some things that should be included in a stock purchase and sales contract:
- Name of the parties involved, including the name of the company selling the stock and the name of the purchaser.
- Price of each share of stock or membership interest should be clearly outlined.
- Number of shares or membership interest being sold should be defined.
- Representations and warranties should be clearly defined.
- Liabilities known by the company selling stocks should be disclosed.
- Other provisions. Stock purchase contracts may also include indemnification clauses, buyer’s warranties, and other conditions.
- Closing Date.
- Non- Compete & Non-Solicitation Covenants- these covenants will survive the closing.
- Due Diligence.
- Familiarization Post Closing- This will set forth how long the Seller will stay on post-closing to train and familiarize the new owner.
- Operations of Business Pre- Closing.
- Assignability of Contract.
- Contingencies (if applicable).
- Lease of Business Premises.
- Indemnification and Right of Set-Off Post Closing.
- Inventory
- Condition of Equipment.
- Business Records.
If you are selling or purchasing stock or a membership interest in a business entity, protect your rights. Contact Legal Counsel, P.A. which employs stock purchase and sale contracts attorneys in Orlando, Florida who can help you with the sale and purchase of stock or a membership interest in a business entity. Have questions? We have answers. Contact Legal Counsel, P.A. today at 407-982-4321.
Asset Sale and Purchase Contracts.
If you plan to purchase tangible or intangible assets from a company or plan to sell some of your business’s intangible or tangible assets, you’ll want to have a clearly defined Asset Sale and Purchase Contract in place. It is important to distinguish between the purchase of assets and the purchase of a whole business. Failure to clarify this in a contract could open both parties up to disputes. If you are planning on selling your business assets or plan to purchase business assets, contact Legal Counsel, P.A. in Orlando, Florida which employs business asset sale and purchase contract lawyers who can help. Have questions? We have answers. Contact Legal Counsel, P.A. today at 407-982-4321.
Legal Counsel, P.A. employs business asset sale and purchase contract lawyers who can help you with a range of business sales and transactions. While there are many business sales contracts available online, when it comes to transactions and deals, these contracts may not cover all the needs of your business. Don’t rely on a template when it comes to protecting your business. A qualified lawyer can review your situation and help you create a contract. Have questions? We have answers. Contact Legal Counsel, P.A. today at 407-982-4321.
