BUYING – SELLING A BUSINESS

Buying or selling a business can be a major financial transaction which should only be undertaken with a full understanding of all the issues involved, and with the assistance of a qualified attorney.

Our attorneys pride themselves in their personal dedication and the professional relationship formed with each client, and have over thirty (35) years of combined experience assisting buyers and sellers of businesses in Florida. Our attorneys have the necessary experience, knowledge, and skill to help you resolve your legal needs in an efficient and cost-effective manner.

There are many benefits in purchasing an existing business in Florida.  These include: the business is already operational, has a certain goodwill, has a physical location, a telephone number, has employees on payroll, has equipments and or inventory, and more importantly it has a clientele or customer base.  Of equal importance in today’s marketplace the business probably already has a website, and social media accounts. A buyer needs to carefully perform a due diligence of the business and review all financial records, including but not limited to past tax returns, general ledgers, profit and loss statements, accounts receivables, accounts payables, certified financial reports, vendor invoices, inventory reports, utility bills, licenses, leases, contracts, etc. Our attorneys can guide you during the entire process. Especially from the initial negotiations, and then following to the preparation of the sale-purchase agreement, the due diligence, and the closing.

Generally the sale or purchase of an existing business will be in the form of either:

  1. Asset Purchase Agreement, wherein the buyer purchases all or some of the assets of the business. This is the preferred and recommended method of acquiring a business as the buyer can purchase the name of the business, its telephone number, website, social media accounts, equipment, machinery, furniture, inventory, etc. The buyer is not responsible for the debts and liabilities of the selling business. It is recommended that a new legal entity be created to purchase the business.  Our attorneys can assist in the:
  • initial negotiation
  • incorporation of the new business
  • preparation of the asset purchase/sale agreement
  • due diligence
  • preparation of all closing documents
  • closing
  1. Stock Purchase Agreement (if selling business is a corporation) or a Membership Purchase Agreement (if the selling business is a limited liability company), wherein the buyer purchases all or some of the stock/membership interest of the selling business. This is a riskier transaction as the buyer “steps into the shoes” of the selling business and is responsible for the debts and liabilities of the selling business. Sometimes, this may be the only option that a buyer has, for example if the business licenses are not transferable and the buyer must use this option.  Our attorneys can assist in the:
  • initial negotiation
  • preparation of the stock or membership purchase/sale agreement
  • due diligence
  • preparation of all stock or membership interest transfer documents
  • closing

Please contact us for a free consultation with our dedicated and knowledgeable attorneys to help you with your legal needs. To schedule a free consultation with one of our attorneys, call us today at (305) 442-1439. To reach us via email, please fill out our online contact form available under the “Contact Us” tab, and a member of our staff will contact you promptly. We look forward to serving you.

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BUJAN & MARICHAL LAW GROUP

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