The Complete Guide to Buying a Business » (Second Edition)

Attorney Fred S. Steingold practices law in Ann Arbor, Michigan. An expert on small business law, he represents and advises many small businesses. He is the author of Legal Guide for Starting & Running a Small Business and The Employer's Legal Handbook. His monthly column, "The Legal Advisor," is carried by trade publications across the country.

The clear-cut information and forms you need to buy a business!

If you're ready to acquire a business, make sure you protect your interests and get the best deal possible with The Complete Guide to Buying a Business. It shows you how to:

ind the right business

analyze the seller's numbers

make sense of the tax issues

negotiate a payment plan

prepare and sign a sales agreement

close the deal

protect yourself from existing liabilities

prevent the seller from competing against you

work with lawyers, accountants and brokers

The Complete Guide to Buying a Business provides a CD-ROM that helps you create more than two dozen crucial legal documents, including:

the sales agreement

confidentiality letter

promissory notes and security agreements

noncompete and consulting agreements

closing checklists

The 3rd edition of The Complete Guide to Buying a Business is completely updated to reflect the latest laws and tax numbers. Every document is accompanied by thorough, plain-English instructions.

San Francisco Chronicle

For an overview of the purchase process, see The Complete Guide to Buying a Business.

Introduction
Your Companion for Buying a Business
Is This Book for You?
Will You Need to Hire Lawyers, Accountants, or Other Professionals?

Part 1

Overview of the Process

1. Thinking About Buying a Business
Business-Buying Worries
Which Kind of Buyer Are You?
Three Ways to Become a Business Owner
The Basics of Buying a Business
Key Steps in Buying a Business

2. The Key Legal Issues in Buying a Business
Understand the Differences Between Buying a Business Entity and Buying Just Its Assets
Consider Forming a Corporation or LLC to Buy the Business
Be Clear on What You'll Buy and What the Seller Will Keep
Pay Special Attention to the Transfer of Intellectual Property
Know the Legal Consequences of Not Making Installment Payments on Time
Assure That There Are No Liens on Business Assets
Protect Yourself From Competition by the Seller
Limit Your Legal Liability for Past Obligations of the Business
Comply With State and Local Laws That May Affect Your Purchase

3. Tax-Saving Strategies
Understanding Business Write-Offs
Buying Assets vs. Buying the Entity
Allocating the Purchase Price in an Asset Sale
Writing Off Purchase-Related Expenses

4. Finding the Right Business for You
Before You Begin
Attractive Businesses May Be Nearer Than You Think
You May Be a Strategic Buyer
Finding a Business by Word of Mouth
Finding a Business Through Advertising -- Yours and Theirs
Business Brokers Can Help Find Sellers
What Sellers Want to Know About You

5. What's the Business Worth?
There's No Universal Pricing Formula: Many Factors Affect Price
Sales of ComparableBusinesses
The Asset-Based Approach
The Income Valuation Approach
Industry Formulas and Rules of Thumb
How Appraisers and Other Experts Can Help You Decide on a Fair Price
Putting Together All the Information

6. Working With Lawyers, Accountants, and Brokers
Lawyers
Accountants
Business Brokers

Part 2

Getting Ready to Buy

7. Financing Your Purchase
Lump Sum Purchase
Installment Purchase
How Sellers Try to Protect Themselves in an Installment Sale
Show Me the Money: Where You Can Get Funds for a Lump Sum Purchase or Hefty Down Payment
The Difference Between Loans and Equity Investments

8. Structuring Your Purchase
Asset Sale vs. Entity Sale
The Seller's Future Role
Restrictions on the Seller: Noncompete Agreements
The Future of Key Employees

9. The Investigation Stage: How Buyers and Sellers Check Each Other Out
Your Investigation of the Seller's Business
Paperwork the Seller Should Provide
The Role of Confidentiality Agreements
Information to Garner From Other Sources
Why and How the Seller May Check You Out

10. Drafting a Letter of Intent
Why Use a Letter of Intent
What to Put in Your Letter of Intent
Why You Should Only Sign a Nonbinding Letter of Intent
Format for a Letter of Intent

Part 3

Preparing the Sales Agreement

11. Preparing the Sales Agreement and Other Legal Documents
Overview of Your Sales Agreement
Related Legal Documents
Well-Drafted Documents Are Crucial
Preparing Your Sales Agreement and Related Legal Documents
How to Prepare Attachments to Your Sale Agreement
Steps in Finalizing Your Sales Agreement and Other Documents
Amending Your Sales Agreement

12. Who's Selling, Who's Buying -- And What Is Being Purchased
Naming the Parties
Identifying the Business and What You're Buying in an Asset Sale
Identifying the Business and What You're Buying in an Entity Sale

13. The Sales Price and Terms of Payment
Sale Price: Asset Sale
Inventory: Asset Sale
Dealing With the Purchase of Accounts Receivable: Asset Sale
Sale Price: Entity Sale
Deposit
Payment at Closing
Promissory Note
Security for Future Payment: Asset Sale
Security for Future Payment: Entity Sale

14. Dealing With Liabilities and Representations
Liabilities in an Asset Sale
Liabilities in an Entity Sale
Representations: What They Are and Why They Matter
Seller's Representations
Buyer's Representations

15. Payment for Noncompete Agreements and Consultant Deals
Seller's Agreement Not to Compete With the Business After the Sale
Seller's Agreement to Work for Your Business After the Sale
Current Employees of the Business You Are Buying

16. Other Important Legal Language for the Sales Agreement
Contingency Clause
Closing Arrangements
Dispute Resolution Clause
Technical Contract Clauses
Additional Optional Clauses

17. Signatures on a Sales Agreement
Required Signatures for Sole Proprietors on a Sales Agreement
Required Signatures for an Entity on a Sales Agreement
A Spouse's Signature on the Sales Agreement
Signature Clause in a Sales Agreement
Typical Formats for Signing a Sales Agreement
Accepting Personal Responsibility for Commitments in a Sales Agreement
Signing the Sales Agreement

Part 4

Preparing the Promissory Note and Other Sales Documents

18. Promissory Notes and Other Installment Payment Documents
The Promissory Note
The Security Agreement
The UCC Financing Statement
Escrow Agreement for Entity Sale

19. Bill of Sale, Lease Assignment, and Other Documents for Transferring the Business
Bill of Sale: Asset Sale
Bulk Sales Compliance
Assignments in an Asset Sale
Transferring an Entity
Assignments in an Entity Sale
Your Entity's Approval of a Business Purchase

20. Documents for Noncompete and Future Work Commitments
Covenant Not to Compete
Contract for Employment
Contract for an Independent Contractor

Part 5

Closing the Deal

21. Preparing for a Smooth Closing
Where and When to Hold the Closing and Who Should Attend
Documents for Transferring Assets
Documents for Transferring an Entity
Handling Last-Minute Problems
Looking Ahead

22. Running a Small Business: Some Legal and Tax Basics
Entity Concerns
Safe Business Practices for Your Corporation or LLC
Tax Basics
Insuring Your Business
Negotiating a Favorable Lease
The Road to Success

Appendixes

A. How to Use the CD-ROM
Installing the Form Files Onto Your Computer
Using the Word Processing Files to Create Documents
Using Government Forms
List of Forms on the CD-ROM

B. Sample Sales Agreements
Sample #1: Asset Sale of a Restaurant by One Sole Proprietor to Another
Sample #2: Entity Sale of a Bookstore by the Two Shareholders to an Individual
Sample #3: Asset Sale of a Landscaping Business by a Single-Owner LLC to a Partnership

C. Forms
IRS Form 8594, Asset Acquisition Statement and Instructions
UCC Financing Statement and Addendum

Index