The Complete Guide to Buying a Business
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The clear-cut information and forms you need to buy a business!If you're ready to acquire a business, make sure you protect your interests and get the best deal possible with The Complete Guide to Buying a Business. It shows you how to:ind the right business analyze the seller's numbers make sense of the tax issues negotiate a payment plan prepare and sign a sales agreement close the deal protect yourself from existing liabilities prevent the seller from competing against you work with lawyers, accountants and brokers The Complete Guide to Buying a Business provides a CD-ROM that helps you create more than two dozen crucial legal documents, including:the sales agreement confidentiality letter promissory notes and security agreements noncompete and consulting agreements closing checklists The 3rd edition of The Complete Guide to Buying a Business is completely updated to reflect the latest laws and tax numbers. Every document is accompanied by thorough, plain-English instructions. San Francisco Chronicle For an overview of the purchase process, see The Complete Guide to Buying a Business.
IntroductionYour Companion for Buying a BusinessIs This Book for You?Will You Need to Hire Lawyers, Accountants, or Other Professionals?Part 1Overview of the Process1. Thinking About Buying a BusinessBusiness-Buying WorriesWhich Kind of Buyer Are You?Three Ways to Become a Business OwnerThe Basics of Buying a BusinessKey Steps in Buying a Business2. The Key Legal Issues in Buying a BusinessUnderstand the Differences Between Buying a Business Entity and Buying Just Its AssetsConsider Forming a Corporation or LLC to Buy the BusinessBe Clear on What You'll Buy and What the Seller Will KeepPay Special Attention to the Transfer of Intellectual PropertyKnow the Legal Consequences of Not Making Installment Payments on TimeAssure That There Are No Liens on Business AssetsProtect Yourself From Competition by the SellerLimit Your Legal Liability for Past Obligations of the BusinessComply With State and Local Laws That May Affect Your Purchase3. Tax-Saving StrategiesUnderstanding Business Write-OffsBuying Assets vs. Buying the EntityAllocating the Purchase Price in an Asset SaleWriting Off Purchase-Related Expenses4. Finding the Right Business for YouBefore You BeginAttractive Businesses May Be Nearer Than You ThinkYou May Be a Strategic BuyerFinding a Business by Word of MouthFinding a Business Through Advertising -- Yours and TheirsBusiness Brokers Can Help Find SellersWhat Sellers Want to Know About You5. What's the Business Worth?There's No Universal Pricing Formula: Many Factors Affect PriceSales of ComparableBusinessesThe Asset-Based ApproachThe Income Valuation ApproachIndustry Formulas and Rules of ThumbHow Appraisers and Other Experts Can Help You Decide on a Fair PricePutting Together All the Information6. Working With Lawyers, Accountants, and BrokersLawyersAccountantsBusiness BrokersPart 2Getting Ready to Buy7. Financing Your PurchaseLump Sum PurchaseInstallment PurchaseHow Sellers Try to Protect Themselves in an Installment SaleShow Me the Money: Where You Can Get Funds for a Lump Sum Purchase or Hefty Down PaymentThe Difference Between Loans and Equity Investments8. Structuring Your PurchaseAsset Sale vs. Entity SaleThe Seller's Future RoleRestrictions on the Seller: Noncompete AgreementsThe Future of Key Employees9. The Investigation Stage: How Buyers and Sellers Check Each Other OutYour Investigation of the Seller's BusinessPaperwork the Seller Should ProvideThe Role of Confidentiality AgreementsInformation to Garner From Other SourcesWhy and How the Seller May Check You Out10. Drafting a Letter of IntentWhy Use a Letter of IntentWhat to Put in Your Letter of IntentWhy You Should Only Sign a Nonbinding Letter of IntentFormat for a Letter of IntentPart 3Preparing the Sales Agreement11. Preparing the Sales Agreement and Other Legal DocumentsOverview of Your Sales AgreementRelated Legal DocumentsWell-Drafted Documents Are CrucialPreparing Your Sales Agreement and Related Legal DocumentsHow to Prepare Attachments to Your Sale AgreementSteps in Finalizing Your Sales Agreement and Other DocumentsAmending Your Sales Agreement12. Who's Selling, Who's Buying -- And What Is Being PurchasedNaming the PartiesIdentifying the Business and What You're Buying in an Asset SaleIdentifying the Business and What You're Buying in an Entity Sale13. The Sales Price and Terms of PaymentSale Price: Asset SaleInventory: Asset SaleDealing With the Purchase of Accounts Receivable: Asset SaleSale Price: Entity SaleDepositPayment at ClosingPromissory NoteSecurity for Future Payment: Asset SaleSecurity for Future Payment: Entity Sale14. Dealing With Liabilities and RepresentationsLiabilities in an Asset SaleLiabilities in an Entity SaleRepresentations: What They Are and Why They MatterSeller's RepresentationsBuyer's Representations15. Payment for Noncompete Agreements and Consultant DealsSeller's Agreement Not to Compete With the Business After the SaleSeller's Agreement to Work for Your Business After the SaleCurrent Employees of the Business You Are Buying16. Other Important Legal Language for the Sales AgreementContingency ClauseClosing ArrangementsDispute Resolution ClauseTechnical Contract ClausesAdditional Optional Clauses17. Signatures on a Sales AgreementRequired Signatures for Sole Proprietors on a Sales AgreementRequired Signatures for an Entity on a Sales AgreementA Spouse's Signature on the Sales AgreementSignature Clause in a Sales AgreementTypical Formats for Signing a Sales AgreementAccepting Personal Responsibility for Commitments in a Sales AgreementSigning the Sales AgreementPart 4Preparing the Promissory Note and Other Sales Documents18. Promissory Notes and Other Installment Payment DocumentsThe Promissory NoteThe Security AgreementThe UCC Financing StatementEscrow Agreement for Entity Sale19. Bill of Sale, Lease Assignment, and Other Documents for Transferring the BusinessBill of Sale: Asset SaleBulk Sales ComplianceAssignments in an Asset SaleTransferring an EntityAssignments in an Entity SaleYour Entity's Approval of a Business Purchase20. Documents for Noncompete and Future Work CommitmentsCovenant Not to CompeteContract for EmploymentContract for an Independent ContractorPart 5Closing the Deal21. Preparing for a Smooth ClosingWhere and When to Hold the Closing and Who Should AttendDocuments for Transferring AssetsDocuments for Transferring an EntityHandling Last-Minute ProblemsLooking Ahead22. Running a Small Business: Some Legal and Tax BasicsEntity ConcernsSafe Business Practices for Your Corporation or LLCTax BasicsInsuring Your BusinessNegotiating a Favorable LeaseThe Road to SuccessAppendixesA. How to Use the CD-ROMInstalling the Form Files Onto Your ComputerUsing the Word Processing Files to Create DocumentsUsing Government FormsList of Forms on the CD-ROMB. Sample Sales AgreementsSample #1: Asset Sale of a Restaurant by One Sole Proprietor to AnotherSample #2: Entity Sale of a Bookstore by the Two Shareholders to an IndividualSample #3: Asset Sale of a Landscaping Business by a Single-Owner LLC to a PartnershipC. FormsIRS Form 8594, Asset Acquisition Statement and InstructionsUCC Financing Statement and AddendumIndex
