An asset purchase agreement is an agreement between a buyer and a seller that finalizes terms and conditions related to the purchase and sale of a company's assets.
A business purchase can be a tedious process, including how to determine whether to structure as either an asset sale or stock purchase. If you are going ahead with an asset sale, you need a plan of attack and detailed documentation.
What is an asset sale? In an asset sale, only the assets of the business are transferred to the new owner without a transfer of ownership of the actual business entity. A sale of the assets of a business requires a great deal of documentation. Following is a sample checklist of documents and other items for the sale of the assets of a business when real estate is not being transferred.
Checklist A sale of the assets of a business requires a great deal of documentation. Following is a sample checklist of documents and other items for the sale of the assets of a business when real estate is not being transferred.
Documents prepared and signed pre closing
List of Assumed Contracts
List of Liabilities Assumed
Disclosure of Claims, Liens, and Security Interests
List of Trademarks, Trade Names, Assumed Names, and Internet Domain Names
Disclosure of Licenses and Permits
List of Existing Warranty Claims
Obligations to Brokers or Finders
Opinion of Legal Counsel
Required Waivers and Consents
List of Employees and/or Consultants of Seller with whom Buyer shall have reached Agreements or Contracts
Employment or Consulting Agreement(s)
Certified Check or Wire Transfer of Amount Due at Closing
Check to Broker or Finder
U.C.C.-1 Financing Statement
Certificate of Officer of Seller as to Incorporation and Authority (and a certified copy of the authorizing corporate resolutions)
Certificate of Officer of Buyer as to Incorporation and Authority (and a certified copy of the authorizing corporate resolutions)
Assignment of Contracts and Leases
Consents to Assignment of Contracts and Leases, where required
Bill of Sale
Vehicle Title Certificates
Keys to Premises and Vehicles
Asset sales require legal expertise and knowledge of business laws. You will want a knowledgeable business and commercial law attorney on your side through the process. Speak to our office today.
Are you a business in need to find investors to launch a startup or scale your business to the next level? There’s more than one way to approach fundraising and to get noticed by those with the capital you need to get your business started.
The difference between Debt and Equity capital
With social media and networking worldwide, it is easier to raise funds than before. Debt capital is usually raised by obtaining bank loans, personal loans, credit cards or bonds etc. Equity capital, on the other hand, is raised by selling shares of stock. Ideal capital raising skills, however, require determining a mix of both these types such that it is most cost effective.
Here are a few ways you can raise funds for your startup:
Ways to earn capital
Funding your own idea
Funding your own startup is one way of telling your potential investors, how serious you are about this venture. Putting your money in the project shows that you are willingly taking the risk of putting the money that you have worked hard for at stake, supporting your idea with the faith you have in your company.
Any option you choose this option is of low risk as if you want to put the product in the market and also get funds to finance your product and make it the reality.
An angel investor is a high net worth person who provides financial backing for small startups or entrepreneurs, typically in exchange for ownership equity in the company. An angel investor can be found in you community among friends and family.
If you can acquire real customers, you will be under less pressure to seek outside money. When you do, you can achieve better terms, from better investors.
Need help with raising capital? Reach out to our office for help.
In 2020, we are working on some additional initiatives that will allow our law firm to give back, whether with additional monetary donations, time donated to causes near and dear to us, and also by taking on some advocacy work.
We know that many of our clients are mission-driven, and while we're usually quiet about our charitable endeavors, we're excited to take more of an active, vocal role this year.
Do you have employees? Then you need to know about some important wage and hour law changes coming in 2020 for employers.
Many employers mistakenly believe that if they pay employees a salary, they don't need to pay them overtime. That is mistaken.
New federal rules are coming that make over one million employees newly eligible to receive overtime. If an employee is eligible for overtime, an employer will have to pay time and half for all hours worked over 40 in a week.
The final rule updates the earnings thresholds necessary to exempt executive, administrative, or professional employees from the FLSA's minimum wage and overtime pay requirements, and allows employers to count a portion of certain bonuses (and commissions) towards meeting the salary level.
In the final rule, the Department is:
It's important to note that if you are not pay salaried employees the minimum level, you'll need to pay overtime.
For hourly workers, changes are coming on a state level. Beginning on July 1, 2020, the minimum wage in Pennsylvania will be $8.00 per hour. In January 2021, it will be $8.50, $9.00 by July 2021, and $9.50 on Jan 1, 2022.
Evaluating wages is also a great time to take a look at all of your employment policies and procedures. Are you using the proper non competes, non solicitation and non disclosure agreements?
Set up a call with our legal staff today to discuss how we can help with your labor law compliance.
Aren't these puppies so cute? Do you love your business as much as puppies? We hope you do!
Are you looking for ways to grow and protect your business in 2020? Have questions about how to manage your employees? Whether a trademark is finally worth it? Curious about expanding into a new line of business? Worried you forgot something important in the start-up process and now you need to circle back to make sure you're actually protected?
Sign up for a Profit & Protection Strategy Session. In this one hour session, we'll go over your plans for 2020, audit your current way to doing business and make suggestions for additional profit and protection opportunities.
Our usual cost is $350, but if you book by 12/15/19, we're offering $100 off. Book Now!
Founding Attorney Sarah Holmes, Esq., featured as a Business Panelist at Temple Small Business Development Center Event
Last week our founding attorney, Sarah E Holmes, Esq., was featured as a panelist in connection with Temple University's Small Business Development Center event.
Sarah and the other panelists discussed the challenges entrepreneurs face, how business ownership has changed over the last few years, and what trends entrepreneurs should be aware of for the future.
Some of Sarah's thoughts:
upcoming business trends: blockchain, artificial intelligence will be hot areas for entrepreneurship in the now and in the next few years;
upcoming business challenges: 2020 will be an election year and possibly a recession: business owners should be prepared for some instability later next year
If you're interest in legal help for your business, reach out to our firm for help.
We see a lot of potential clients who are very resistant to creating a business plan. Many times, especially a single member business owner, doesn't see the value in creating a business plan. After all, if you're not going to a bank to raise funding, why bother taking the time to create a plan?
This is a big mistake for a lot of reasons.
Below are our Top 5 Reasons To Create a Business Plan, Even If You're A Sole Owner:
1) know where you want to go: a lot of objections we hear revolve around, "business plans are just a guess, I have no idea how much business I'll do." Yes, that's true, but if you have no established target, how can you possibly know where to aim? Knowing where you want to go is half the battle.
2) is your pricing sound? The financial portion of the business plan is one that people frequently refuse to address, or are simply in denial about. If you aren't able to do the financial projections, how do you know if your pricing makes sense? Projections can be a very sobering moment where you might realize the business model you anticipated just won't work.
3) who is your ideal client? If you haven't thought about who your ideal clients or customers are, how will you find them to sell your goods or services? Thinking carefully through exactly who you are marketing to will greatly inform your plan and HOW you will get to your goal.
4) how much money do you need? This is one that is often overlooked by business owners. For some reason, people detach the impact on their personal life. Let's face it, we all need money to live. How much do you need to live the life you want, not just the life you're willing to accept? That should dictate how much money your business needs to net every month. Don't forget to add in income taxes, those can take a big chunk out of what you think you'll take home.
5) what is your big vision? In the beginning, it's easy to get stuck in thinking small, after all, you just need to get your business off the ground. However, in the beginning it's important to plan for where you'll need to go. Will your business require staff? Larger office or production space? Plan early for the bigger leaps later.
These are just a few reasons to create a business plan. We help business owners with business plan and review in our legal strategy sessions. We've found that the most successful business owners are those who plan, and not just at the beginning, but on an annual basis.
We're running a special on business planning sessions if you book by 11/30. We'll take $100 off (full price $350) for any sessions booked for December.
Reach out to our office to book a session today.
In this video, we talk about our new certification as a Profit First Attorney! If you've ever read the book, Profit First, you know it's a new way to look at your business financials. If you follow the system, you are smooth out the cash flow management of your business. Find out about how to sign up for our free Profit First Assessment!
Sarah E. Holmes is a Philadelphia business attorney and strategist that helps start ups and established businesses looking to expand, protect their assets and increase their profits in an approachable, down-to-earth way. When you're looking for a business lawyer in Philadelphia, the Main Line or New Jersey, we can help.