Buying & Selling Businesses

Making the decision to buy or sell a business requires a thorough review to ensure that your legal interests are protected. At Militzok & Associates, P.A. our attorneys are experienced in all aspects of the purchase and sale of a business including business partnership purchases, partnership dissolution, asset division, and corporate mergers.
Are considering selling or buying a business?

Allow an experienced business attorney from Militzok & Associates to assist you with matters such as the following:

• 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
• Advise you as to all of the lease rights and restrictions for the business location
• Determine whether the business you are buying has complied with all local, county and state laws
• Ensure the location is zoned properly for the business you are buying

If you are buying a business: The main question is whether you will be purchasing the stock of the company or the company assets. If you are buying a the stock or membership interests of the existing company, a business lawyer can research and inform you of the entire corporate history. You may be inheriting certain risks such as responsibility 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? Our lawyers 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 corporation. 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.
+ 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.

Contact Militzok & Associates today for a consultation with an experienced business law and transactions attorney if you are considering selling or buying a business.