Buying a Business in Austin, Texas

Buying and Selling a Business

Are you interesting in buying or selling a business"Business" means a trade, occupation, profession, or other c...?  Your first step is to contact an experienced business attorney.  A business attorney will help you formalize the transaction in a legally meaningful way.  Without legal guidance, both parties could subject themselves to unnecessary liabilities, and likely liabilities they hadn’t anticipated.

Some of the items to account for any time you are buying or selling a business are:

  • All inventories of finished goods, work in progress, raw materials, and supplies, as well as confirmation that all items are of a quality and quantity usable and saleable in the ordinary course of business by the selling company.
  • All of the seller’s and/or the company’s rights and interests to contracts, agreements, purchase"Purchase" means taking by sale, lease, discount, negotiatio... orders, real property, real estate leases, and personal property leases.
  • All furniture, fixtures, equipment, and supplies as well as all tangible personal property owned by, in the possession of, or used by the company in connection with its business.
  • The company’s trademarks, service marks, copyrights, patents, patent applications, and trade names of the company.
  • All promotional designs, concepts, literature, rights against other persons in respect to these items, and other promotional property of the company.
  • All permits, licenses, franchises, consents, authorities, special authorities, and other similar acts of any government body that the selling company may possess or control.
  • Confirmation that the company is a corporation"Corporation" means an entity governed as a corporation unde.../company/limited partnership (or however the case may be) duly organized, validly existing, and in good standing under the laws of Texas.
  • Confirmation that the person you are dealing with has all requisite power and authority to own, operate, and carry on its business as now being conducted, as well as to negotiate on the business’s behalf.
  • A schedule of all management and/or key employees, their rate of compensation, and the portion of compensation attributable to salary and bonuses.
  • Confirmation that all federal, state, local, and foreign income, ad valorem, excise, sales, use, payroll, unemployment, and other taxes and assessments that are due and payable by the company or by the seller on behalf of Company have been properly computed, duly reported, fully paid, and discharged.  And that there are no unpaid taxes that are or could become a lien on the property or the company’s assets or that require payment, except for current taxes not yet due and payable.

Selling a business takes time

Don’t expect a quick close.  Generally speaking, for a business transaction to occur, you should plan on a month or longer if the negotiations are still taking place.  The reason for this is because there is a need for due diligence, and for the attorneys and accountants to discuss and ultimately finalize possible strategies in terms of financing, tax, and entity structure.  The process could be accelerated if the buyer and seller are both exceptional organized, have been working with tax professionals and have their books in order, and have already agreed on all material deal terms.

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Texas Constitution