Buying A Business
Entity Purchase
If you are interested in buying a business, you are in the right place.
Buying an existing business requires careful planning and execution. There are many issues to consider before you buy a business. You can either buy the business entity or buy the business’ assets (buying a business’ assets). This page focuses on buying a business by buying the business entity, which requires addressing the following issues:
- Get Advice to Understand Your Options
- Negotiate LOI
- Negotiate Stock/Membership Purchase Agreement
- Due Diligence
- Acquire Funding
- Closing
- Manage Transition
- Evaluate Workers
- Evaluate Key Partners
- Evaluate and Update Contracts
- Protect Your Business with New Contracts
- Evaluate and Update Policies
- Reduce Your Risks with Advice and Planning
- Improve Your Business with PCC
- Grow Your Business with PCC
- Get Training for Your Team
- Innovate and Improve
Get Expert Advice
- Buying a Business vs. Starting from Scratch Analysis
- Evaluating the Options Before Buying a Business
- Letter of Intent (“LOI”)
- Business Purchase Contract Negotiation
- Due Diligence
- Entity Purchase vs. Asset Purchase
- Tax Considerations with Buying a Business
- Workers Considerations with Buying a Business
Negotiate LOI
- Price Terms
- Assets of the Entity to be Purchased
- Key Dates for Disclosure
- Key Timeline for Due Diligence
- Negotiate the Scope of NDA and Confidentiality Agreements
- Negotiate the Contingencies of the LOI
- Negotiate the date to Move from LOI to Contract
- Analyze the Business Opportunity
Negotiate Purchase Agreement
- Negotiate the Price and any Contingencies
- Negotiate & Identify the Physical Assets Being Purchased
- Negotiate & Identify the Intangible Assets Being Purchased
- Negotiate and Identify the IP Assets Being Purchased
- Negotiate the Assignment of Key Contracts
- Negotiate & Identify the Company’s Liabilities
- Identify the Key Timeline for Additional Due Diligence
- Negotiate Other Key Terms of Agreement
- Draft the Asset Purchase Agreement
- Continue to Analyze the Business Opportunity
- Negotiate the Deposit, if Any
- Negotiate Seller Financing, if Possible and Feasible
CAUTION: DO NOT ALLOW A BROKER, SELLER, OR SELLER’S ATTORNEY TO FORCE YOU INTO SIGNING THEIR AGREEMENT.
Conduct Due Diligence
- Obtain & Analyze Financial Statements for Past 3-5 Years
- Obtain & Analyze Tax Returns for Past 3-5 Years
- Verify Ownership of Tangible, Intangible and IP Assets
- Obtain & Review Key Contracts
- Obtain & Review Key Personnel Files
- Obtain & Review Key Vendor Files
- Obtain & Review Key Supplier Files
- Obtain & Review Key Customer Files
- Obtain & Review Bank Statements for Past 3-5 Years
- Obtain & Review Equipment Service/Maintenance Logs
- Obtain & Review Background on Company’s Principals
- Obtain & Review D&B Report for Company
- Obtain & Review Title Search on Company Real Estate
- Obtain & Review Company’s Litigation History and Cases
- Obtain & Review Company’s Organization Records
- Verify Seller’s Good Standing in Jurisdictions it Operates in
- Obtain & Review Company’s Auditor’s Letters Past-3-5 Years
- Obtain & Review Company’s Budgets and Plans
- Obtain & Review Company’s Internal Control Procedures
- Obtain & Review other Company’s other relevant records
Form Your Company
- Corporation Formation
- LLC Formation
- Partnership Formation
- Joint Venture Formation
- Obtain your Federal Tax ID
- Obtain your State Tax ID
- Obtain your licenses
- Comply with City and County Codes
- Open Your Bank Accounts
Get Funded
- Buyer’s Resources
- Explore Seller’s Financing
- Friends and Family Analysis
- Traditional Lender Analysis
- SBA Guarantee Loan Programs
- Selling Equity in New Company
- Other Funding Options
- SEC and Mini-SEC Considerations
- Review and Final Negotiations to Closing Documents
Close The Deal
- Prepare for Closing
- Closing Checklist
- Escrow Services
- Review, Analyze, and Advice on Closing Documents
- Ensure Assignments of Key Contracts
- Ensure Transfer of Title to Key Assets
- Ensure Warranties Survive Closing
Staff Your Company
- Employees – Part-time vs. Full-time
- Independent Contractors vs. Employees
- Internships and other Training Programs
- Individual Contractors vs. Contracting with a Company
- INS Form I-9 Eligibility Verification
- Notification of Key Workers and Partners
- Volunteers
Strategic Partners
- Accountant
- Banking
- Banking
- Vendors
- Private Corporate Counsel
- Consultant
Contractor Agreements
- Confidentiality Agreements
- Dispute Resolution Agreements
- Drug Free Workplace Agreements
- Employee Agreements
- Independent Contractor Agreements
- Internet and Computer Use Agreements
- Joint Venture Agreements
- Loyalty Agreements
- Non-Compete Agreements
- Non-Solicitation Agreements
- Operating Agreements
- Shareholder Agreements
- Trade Secret Agreements
- Vendor Agreements
Policies & Procedures
- Anti-Discrimination Policies
- Anti-Harassment Policies
- ADA Policies
- Vacation, Sick Leave and Volunteer Leave Policies
- Pay and Overtime Policies
- Conflict Resolution Policies
- Performance Improvement Plan Policies
- Grooming and Dress Policies
- Media Policies
- Social Media Policies
- Crisis and Disaster Relief Policies
Managing Risks and Planning
- Asset Protection Planning
- Company Structure Planning
- Estate Planning
- Segmentation of Risky Assets
- Key Contracts to Limit Risks
- Key Insurance to Cover Risks
- Ready Access to Private Corporate Counsel to be Proactive
Hire Private Corporate Counsel
- Analyzing and Improving the Business Model
- Identifying and Understanding Key Customer Segments
- Developing Strong Value Propositions
- Developing Strong Customer Relationships
- Analyzing and Improving the Channels of Distribution
- Analyzing and Improving Key Activities
- Identifying and Sourcing Key Resources
- Identifying Key Partners and Forming Key Partnerships
- Analyzing Cost Structures
Analyzing and Developing Revenue Streams
Aspire Greatness
- Continually Analyze and Improve Your Business Model
- Continually Analyze and Improve Your Value Proposition
- Continually Working in Innovating
- Continually Working on Differentiating From Competitors
- Continually Identifying and Analyzing Trends
- Anticipating and Preparing for Changes in the Environment
- Anticipating and Preparing for Changes in Technology
- Analyzing Key Life Cycles & How They Impact Your Business
- Identifying and Analyzing Opportunities for Growth
- Taking Strategic Advantage of Opportunities for Growth
- Training Your Team to Make Sure They are Always Ready
Effective Tools
Anti-Discrimination Policies
Anti-Harassment Policies
ADA Policies
Vacation, Sick Leave and Volunteer Leave Policies
Pay and Overtime Policies
Conflict Resolution Policies
Performance Improvement Plan Policies
Grooming and Dress Policies
Media Policies
Social Media Policies
Crisis and Disaster Relief Policies
Start Building Your Crisis Management Plan Today
Download your free guide, Managing Your Business Through a Crisis: 7 Steps to Success, and discover the top recommended ways to prepare your company for the unexpected.
Get Personalized Guidance From PCC
Request your free consultation and we’ll get you started on implementing strategies to protect your business.