SC Business Sale and Purchase Agreement Attorneys in Myrtle Beach
Thinking about selling your business or buying a new business in SC?
The Myrtle Beach business sale and purchase attorneys at Axelrod and Associates can help to negotiate the terms, ensure that your interests are protected, and prepare a Business Sale and Purchase Agreement that does not leave anything to chance.
Buying or selling a business can be more complicated than many people realize, and it is a process that is filled with unanticipated risks. Your SC business attorney can help to make this a smooth process by:
- Performing a due diligence review to ensure there are no problems with the sale;
- Negotiating contract terms and drafting the sale agreement;
- Arranging owner-financing when appropriate;
- Transferring any intellectual property rights; and
- Closing the deal.
There are many things that your attorney must do to ensure that your sale goes smoothly and there are no hidden issues that could break the deal or surprise you down the road. Some examples include:
- Making sure that any organizational documents are up to date: If your company is set up as a C-Corp or LLC, there are statutory requirements like annual meetings that need to be documented, and, in many cases, the sale must be approved by the shareholders or board of directors;
- Reviewing all documents related to the business such as lease agreements, vendor agreements, franchise agreements, or employment agreements;
- Getting any necessary regulatory approvals for the sale; and
- Conducting a UCC search to verify that there are no liens against the business.
Negotiating Terms of the Sale Agreement:
Your attorney can help you to negotiate the sales price, but there are many other factors that you may need to consider when you are negotiating the terms of your sales agreement.
Will you need to arrange owner-financing? If so, your attorney will need to help ensure that you are not violating federal or state securities laws. Owner-financing is obviously more flexible than bank financing which means that you can structure terms like the interest rate, the length of the repayment period, the monthly payments, or the down payment in a way that best suits both buyer and seller.
Is a non-compete clause important to protect your own future businesses? An arbitration agreement or other limitations on potential litigation related to the sale? Is it important to you to not have these provisions in your sales agreement?
You decide what is important to you and your attorney will work to make it happen in what should be a win-win transaction where both parties get what they need.
Transfer of Intellectual Property:
Most businesses consist of more than a store location, inventory, and customer base. You want to ensure that all intellectual property rights that accompany the business are also transferred to the new owner – this could include:
- Your websites and domain names;
- Online content created by third parties on behalf of the company;
- Company logos;
- Trademarks; and
- Artwork, photos, audio, or video associated with the business.
Your attorney will first need to confirm that you own the copyrights you think you own, and then ensure that the rights to business-related intellectual property are transferred as part of the sale.
Closing the Deal:
Your SC business attorney will do everything they can to “close the deal.” Although we will negotiate the best possible terms for you and ensure that you are protected, we will also do everything that we can to make sure your purchase or sale gets closed.
Like a real estate closing, your attorney will also handle “the closing” of your business sale. The sales price or down payment changes hands at the closing, and all documents are signed including the sales agreement and other documents like promissory notes, non-compete agreements, or other documents specific to your sale.
If you are considering buying or selling a business in Myrtle Beach, get a SC business law attorney on your side before you begin negotiations. Call today at 843-353-3449 or complete our contact form to get started.