Make a list of all the brokers or agents involved in the sale, as well as any financial companies that facilitate the transaction. Add a clause detailing where and how disputes are resolved. For example, specify the state in which a lawsuit is to be filed and/or whether you want disagreements to be handled by an arbitrator. This clause sets out any warranties or promises that you and the seller make to each other. Despite these guarantees, it is still advisable to inspect the company yourself. It`s easier and cheaper to identify a potential problem upfront than it is to resolve it by relying on a breach of warranty later. When you buy shares of a company, you are buying part of all aspects of the business. If you buy all the shares of the company, you own all facets of the company. A purchase contract must be used by anyone who wants to buy or sell a business. The agreement can help determine the details of the sale, including the aspects of the business that are for sale (e.B. assets or shares). When you buy assets in a company, you are not buying the company itself, but only one aspect of it. This can mean a product, a customer list, or a type of intellectual property.

The corporation retains its name, obligations and tax returns. You don`t want to buy the company and find that the contract it has with a major customer expires in six months. For this reason, it is important to use this clause and thoroughly examine the company`s records. Include a disclosure agreement that requires both parties to indicate that they have disclosed legal obligations, debts, lawsuits, fines, or other charges. This makes the seller liable for any undisclosed liability that the buyer discovers after the sale, or protects a seller who funds a sale of a buyer with undisclosed bad credit or partners. Include a statement from both the buyer and seller that everyone is the legal owner of the business they represent and that they are authorized to make the purchase or sale. It is advisable to hire a lawyer when drafting the contract to ensure that nothing important is left out and that all consequences are taken into account. It`s important to keep in mind that you might need a deal leader before making a potential business acquisition. The seller must train you for the agreed duration in the operation of the company.

Note that training is not limited to general day-to-day operations. This also includes introducing yourself to suppliers and regular customers. It`s a good idea to use this clause even if you have experience with a similar company in the industry. In the event that the sale and purchase of the company involves the purchase of real estate or the acquisition of a lease by the buyer, we recommend that you seek legal advice. We recommend that you seek tax, accounting or legal advice to ensure that the transaction is structured as efficiently as possible for tax purposes. When signing the contract, signatories must use their titles after their name to protect them from lawsuits. For example, use « Joseph A. Smith, Owner, Smith & Associates, LLC. » Provide the names of all parties involved, including the buyer`s and seller`s partners, who may be involved in either company.

This model LegalVision business sale agreement contains the following clauses: This clause sets out the rules for treating the company`s shares upon resolution. Essentially, an inventory must take place. This will help you determine if the amount of inventory to sell you matches what has been agreed. When creating a contract, it is important to properly list the parties involved in order to avoid confusion or allow a party to escape the contract. Indicate the seller and buyer by full name and address, as well as by business affiliation. For example, write, « The following is a contract between Joseph A. Smith of Smith & Associates, LLC, 123 Main St., Anytown GA, 30066, and Deborah L. Jones of Deb`s Floral Shop, 222 pp. 50th St., Springfield, MA 00233. The contract provides you with a three-day cooling-off period. This means that after signing the contract, you have three days to cancel the contract if you decide that you do not want to continue the sale. The seller must refund the money you paid.

This clause states that you will only acquire ownership of the company and its assets after liquidation. The clause also provides that you can terminate the contract if any of the company`s assets are damaged and this damage significantly and negatively affects the company. This is important because it gives you an « out » when something important changes in the company between exchange and billing. This clause allows you to review the company and its records. It is imperative that you exercise appropriate and thorough due diligence of the company`s records. These include: Small business owners may have problems buying or selling a business, both for what is not in the contract and for what is. The omission of important elements of a contract, including material and intangible assets and liabilities, can cause problems months after the sale. Payment terms are another essential aspect of a contract. When drafting a contract for the sale of a business, make sure that both parties know exactly what they will receive at the time of signing as well as in the future.

Ask all parties involved in the sale to sign and date the document. Once you`ve drafted your contract, have it reviewed by a lawyer before someone signs it. Tell them to sign with their full names and titles. Ask each party to provide a witness signature. Ask each signatory to sign multiple copies so that both parties can have an original copy. Have the documents notarized. Make a list of the items that will be included in the sale. This includes all physical assets, business records, cash, company name, logos, goodwill, licenses, patents, royalties, royalties, trademarks, revenues, trade secrets, formulas, databases, inventory and any other items that the Company has used to conduct its business.

If possible, list assets by item and number. It contains the terms of sale, which may or may not be included in the sale price, as well as optional clauses and warranties to protect both the seller and the buyer once the transaction is complete. Specify the terms of sale, including how payment is made and the date(s) of a payment. This also includes if the payment is made in several instalments; if payments are made by cash, cheque, credit card or electronic transfer; whether the seller finances the sale in whole or in part and at what interest rate; whether a deposit is required; and other details associated with the checkout process. .