Buying and Selling a Business

The purchase or sale of a business is usually the largest single financial transaction taken by an individual or business. We provide comprehensive representation in the sale or purchase of businesses, whether in the form of an asset purchase or stock purchase. At times, we represent the buyer, and, at other times, we represent the seller. Our representation typically includes preparation or review of a purchase agreement, legal due diligence, preparation of related documentation, investigation of liens, warrants, judgments and other liabilities, advice regarding tax issues related to the sale or purchase, coordination of the transaction with our clients’ certified public accountants and closing the transaction.

The purchase of a business by a non-US person to obtain a visa requires special contract terms and provisions; those special tems and provisions are necessary to ensure compliance with immigration rules and minimize liability if the visa is not granted.

Shown below is a list of important issues to consider in any business purchase or sale:

  • Determination of Form of Purchase or Sale: Stock versus Assets
  • Letter of Intent
  • Deposit
  • Seller Financing
  • Preparation of the Written Agreement
  • Contingency Clauses
  • Inspection Period
  • Legal Due Diligence
  • Financial Due Diligence
  • Non-competition Agreements
  • Employment or Consulting Agreements
  • State Sales Tax Liabilities
  • Training Period
  • Representations and Warranties of the Parties
  • Personal Guarantees
  • Preparation of Closing Documents


For additional information, please see our article entitled Buying or Selling a Business.


Contact us today to begin building a successful relationship.

Hendry, Stoner & Brown, P.A.
20 North Orange Avenue, Suite 600
Wachovia Bank Building
Orlando, Florida 32801
Phone: 407.843.5880
Fax: 407.425.7905

 

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