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.
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.