The sale of any ongoing business, even a sole proprietorship, can be a complicated transaction. The buyer and seller (and their attorneys) must consider the law of contracts, taxation, real estate, corporations, securities, and antitrust in many situations. Depending on the nature of the business sold, statutes and regulations concerning the issuance and transfer of permits, licenses, and/or franchises should be consulted. If a license or franchise is important to the business, the buyer generally would want to make the sales agreement contingent on such approval. Sometimes, the buyer will assume certain debts, liabilities, or obligations of the seller. In such a sale, it is vital that the buyer know exactly what debts he/she is assuming.
In any sale of a business, the buyer and the seller should make sure that the sale complies with any Bulk Sales Law of the state whose laws govern the transaction. A bulk sale is a sale of goods by a business which engages in selling items out of inventory (as opposed to manufacturing or service industries). Article 6 of the Uniform Commercial Code, which has been adopted at least in part by all states, governs bulk sales. If the sale involves a business covered by Article 6 and the parties do not follow the statutory requirements, the sale can be void as against the seller's creditors, and the buyer may be personally liable to them. Sometimes, rather than follow all of the requirements of the bulk sales law, a seller will specifically agree to indemnify the buyer for any liabilities that result to the buyer for failure to comply with the bulk sales law.
Of course the sellerýs financial statements should be studied by the buyer and/or the buyerýs accountants. The balance sheet and other financial reports reflect the financial condition of the business. The seller should be required to represent that it has no material obligations or liabilities that were not reflected in the balance sheet and that it will not incur any obligations or liabilities in the period from the date of the balance sheet to the date of closing, except those incurred in the regular course of business.
This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
A Broward Florida Agreement for Sale of Business by Sole Proprietorship to Limited Liability Company is a legal document that outlines the terms and conditions for the sale of a business by a sole proprietor to a limited liability company (LLC). This agreement is specific to the Broward County area in Florida and ensures that both parties involved in the transaction are protected and aware of their rights and obligations. The agreement typically includes the following key elements: 1. Identification of Parties: The agreement will clearly identify the sole proprietor and the purchasing LLC, including their legal names, addresses, and contact information. 2. Description of Business: A detailed description of the business being sold, including its assets, inventory, intellectual property, client lists, leases, licenses, and any other relevant details. 3. Purchase Price and Payment Terms: The agreement will specify the purchase price for the business and outline the payment terms, such as whether it will be paid in a lump sum or in installments. Any additional consideration, such as assumption of debts or liabilities, should also be outlined. 4. Due Diligence and Disclosures: The seller will make certain disclosures about the business, including any known legal or financial issues, pending litigation, or existing contracts. The buyer will also have the opportunity to conduct due diligence, verifying the accuracy of provided information. 5. Closing and Transfer of Assets: The agreement will establish a closing date for the sale and outline the process for transferring ownership of the business assets, including any necessary documentation or registrations. 6. Non-Competition and Confidentiality: The agreement may include non-competition and confidentiality clauses, restricting the seller from competing against the business or disclosing confidential information to third parties. 7. Representations and Warranties: Both parties will provide representations and warranties, which are assurances of the business's condition and legal status. This section may cover aspects such as the absence of undisclosed liabilities or pending litigation. Different types of Broward Florida Agreements for Sale of Business by Sole Proprietorship to Limited Liability Company may include variations in terms, payment structures, or additional clauses based on the specific needs of the parties involved. For example, there may be agreements tailored specifically for businesses in certain industries or agreements designed for the purchase of assets only, without assuming any liabilities. It is essential for both parties to carefully review and understand the terms of the agreement before signing to ensure a smooth and successful business transfer.A Broward Florida Agreement for Sale of Business by Sole Proprietorship to Limited Liability Company is a legal document that outlines the terms and conditions for the sale of a business by a sole proprietor to a limited liability company (LLC). This agreement is specific to the Broward County area in Florida and ensures that both parties involved in the transaction are protected and aware of their rights and obligations. The agreement typically includes the following key elements: 1. Identification of Parties: The agreement will clearly identify the sole proprietor and the purchasing LLC, including their legal names, addresses, and contact information. 2. Description of Business: A detailed description of the business being sold, including its assets, inventory, intellectual property, client lists, leases, licenses, and any other relevant details. 3. Purchase Price and Payment Terms: The agreement will specify the purchase price for the business and outline the payment terms, such as whether it will be paid in a lump sum or in installments. Any additional consideration, such as assumption of debts or liabilities, should also be outlined. 4. Due Diligence and Disclosures: The seller will make certain disclosures about the business, including any known legal or financial issues, pending litigation, or existing contracts. The buyer will also have the opportunity to conduct due diligence, verifying the accuracy of provided information. 5. Closing and Transfer of Assets: The agreement will establish a closing date for the sale and outline the process for transferring ownership of the business assets, including any necessary documentation or registrations. 6. Non-Competition and Confidentiality: The agreement may include non-competition and confidentiality clauses, restricting the seller from competing against the business or disclosing confidential information to third parties. 7. Representations and Warranties: Both parties will provide representations and warranties, which are assurances of the business's condition and legal status. This section may cover aspects such as the absence of undisclosed liabilities or pending litigation. Different types of Broward Florida Agreements for Sale of Business by Sole Proprietorship to Limited Liability Company may include variations in terms, payment structures, or additional clauses based on the specific needs of the parties involved. For example, there may be agreements tailored specifically for businesses in certain industries or agreements designed for the purchase of assets only, without assuming any liabilities. It is essential for both parties to carefully review and understand the terms of the agreement before signing to ensure a smooth and successful business transfer.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.
