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Essential Legal Documents to Buy a Business

Business people shaking hands, finishing up a meetingIf you are considering purchasing an existing business, there are many factors that must be considered. It is imperative that you conduct a due diligence investigation of the business so you are fully educated on what you are getting yourself into when the business becomes yours. Our business attorneys can help you through each step of buying a business and help ensure that your best interests are protected throughout the process.

There is also a substantial amount of paperwork that must be competed when you buy a business. The following are a few of the most common legal documents that are used in California business purchases:

  • Purchase Agreement (also called an asset purchase agreement, stock purchase agreement, etc.
  • Escrow Agreement
  • Promissory Note
  • Security Agreement
  • Bill of Sale
  • UCC-1 Financing Statement
  • Deed
  • Personal Guaranty
  • Non-compete Agreement
  • Consulting or Employment Agreement
  • Assignment of Lease
  • Consent of Landlord to Assignment of Lease

The above list is not exhaustive and every transaction is unique. Thus, additional documents may be required or only a portion of the agreements listed above may be required. In fact, there are certain tax forms that may be needed to allocate the purchase price to specific assets and it can save you time and money to have these forms completed as part of the sale rather than attempting to remember the transaction details at a later date.

The two main types of business purchases are an entity purchase or an asset purchase. Depending on which type of purchase you are pursuing, the primary document governing the transaction is the purchase contract. This document sets forth the various terms and conditions of the sale of the business.

The purchase agreement often includes the ancillary documents as exhibits to it, which typically means that when you sign the purchase contract, you are agreeing to the form of the additional agreements. In other words, by executing the purchase contract the parties are agreeing to the overall transaction as set forth in all of the documents, which can help ensure that the closing occurs on time and without further disputes.

If you are interested in learning more about purchasing a business, contact the legal team at The Swenson Law Firm for assistance.

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