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 Promissory Note Security Agreement Escrow Agreement 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 Non-competition Agreement(s) 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 Escrow Agreement 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.
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AuthorSarah 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. Categories
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