Buying or Selling a Business

Before you purchase or invest in a privately held company, do your due diligence with this 5-page guide and checklist covering such items as:

• a review of the corporate documents,
• shareholders, shareholder loans, guarantees, options and warrants,
• financial review,
• corporate borrowing, credit facilities, and debt obligations,
• taxes and government compliance,
• operations management,
• products, competition, sales and marketing,
• employees and senior management,
• tangible and intellectual property,
• legal action by and against the business,
• overview of the company's insurance coverages,
• third party consents and approvals required.

Don't put your investment at risk by not doing your homework. Get the Investor / Purchaser Due Diligence Guide for private companies.

Transfer your business assets to a purchaser with this Illinois Asset Purchase and Sale Agreement.

• The buyer assumes the liabilities of the business.
• The template includes a payment schedule setting out the dates on which the buyer must make payments against the purchase price.
• The seller agrees not to compete with the business for a specified period of time.
• Procedure for payment of sales taxes and recording fees with respect to the transaction.
• The digital template includes a Bill of Sale, Assignment and Conveyance form, as well as an Assumption of Obligations Agreement.

This Asset Purchase and Sale Agreement is for Illinois businesses. Why spend hundreds retaining a lawyer to write the same document when you can download a standard form agreement for less than $30?

Write a letter of intent to purchase the assets and shares of a business, but not its debt, with this downloadable and customizable template.

• The LOI is only legally binding insofar as it relates to the negotiations being conducted between the parties with respect to the purchase.
• The buyer will not assume the liabilities or obligations of the business.
• All pre-closing debts are to be paid by the seller.
• The seller will be responsible for preparing and filing the closing income tax return and for terminating all employees.
• The buyer will make employment offers to the employees after the closing.

The Letter of Intent to Purchase Assets and Shares but Not Debt can be easily tailored to fit your particular circumstances. Why pay expensive legal fees when you can do it yourself with this easy template?

Negotiate the purchase of a Canadian business with this Letter of Intent to Purchase Assets of Business template for Canada.

• A letter of intent is not a legal contract, except for certain provisions such as confidentiality clauses which prohibit either party from disclosing any confidential information belonging to the othe rparty.
• The buyer is offering to purchase all of the assets and goodwill of the business from the seller.
• If the parties fail to execute a formal Purchase & Sale Agreement within a specified number of days, the letter of intent will expire.
• If the seller fails to go through with the transaction for no reason, the seller agrees to pay the buyer's costs and a specified amount as liquidated damages.
• This template LOI can be used in any Canadian province or territory.
• A signed letter of intent signals to other interested parties that you're already in negotiations to buy the business. Download the template and get it in writing now.

You're in the process of negotiating the purchase of a business. It's in your best interests to put the understanding in writing with this USA Letter of Intent to Purchase Business Assets.

• The LOI template can be used anywhere in the United States.
• The assets being purchased include intellectual property, tangible property, know-how and goodwill.
• The template includes a section for purchase price adjustments for such items as uncollected receivables and inventory writedowns.
• The transaction can only be completed once a number of conditions precedent have been met, such as obtaining any required governmental approvals, licenses or permits, and completion of a satisfactory due diligence review.
• The seller will not participate in any discussions or negotiations with any other party while the letter of intent is in effect.
• Put a Letter of Intent in place to make sure that your discussions with the seller are not circumvented or interrupted.
• Intended to be used only for transactions governed by the laws of the United States.

Perform a management audit on your own business or on a company that you are planning to buy with this easy-to-use Management Audit Checklist.

• The Audit Checklist helps you determine the strengths and weaknesses of the business, and addresses issues such as:
  • quality and inventory controls,
  • marketing and public relations,
  • customer service,
  • strengths of the sales force,
  • research and development,
  • accounting and financial procedures,
  • budget and cash flow,
  • credit management,
  • management direction.
• Downloadable MS Word document, easy to customize for your business.

Whether you're selling or buying a business, you can protect yourself against claims by the other party in the transaction with this Mutual Release for Asset Purchase and Sale.

• The Release must be signed by both the purchaser and the seller.
• Each party releases the other party from claims or demands with respect to the transaction.
• This is a generic legal form which can be used anywhere.
• In today's world, it's always better to be safe than sorry. Buy and download the Mutual Release for Asset Purchase and Sale before you sign on the dotted line.

This information package and checklist is for you if you're planning to buy or sell a business in Canada that is valued in excess of $1 million. You'll discover:

• How to reach a common understanding so you can make the best possible deal for both parties.
• Value and price are not the same thing.
• A comparison of asset sales vs. share sales.
• Different methods of evaluation.
• How goodwill can be evaluated.
• How to calculate normalized sustainable future earnings.
• How to assess the buyer's risk.
• Recasting historical numbers and predicting future numbers.
• How to bridge the gap by sharing the risk, the burden and the tax shield.
• The information applies equally to share sales and asset sales.

The most difficult issue in negotiating the purchase or sale of a business is negotiating price. Download this package and learn the ins and outs of successful price negotiations from an expert.

Insert this No Finder's Fee clause into an Asset Purchase Agreement for a transaction which has no commission or finder's fee payable on the sale.

Download the free file in MS Word format, or copy and paste the text below.

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NO FINDER'S FEES

The Vendor and the Purchaser do hereby warrant each to the other than neither has done any act which would incur or require the payment of any finder's fees or commissions of any nature whatever payable either in connection with this Agreement, any matter or thing contemplated hereby or the transaction of purchase and sale provided for herein.

Before you close the purchase of that business you're buying, get the seller to sign this Noncompetition and Nonsolicitation Agreement.

• The person you bought the business from could become your newest competitor, unless you get them to sign this Noncompetition and Nonsolicitation Agreement as a condition of the closing.
• The seller agrees not to operate a business that competes directly or indirectly with the Business you're acquiring for a specified period of time after completion of the sale (non-competition).
• The seller also agrees not to solicit the customers or employees of the purchaser (non-solicitation).
• The purchaser agrees to keep confidential any proprietary information belonging to the seller.
• This is a generic legal form which can be used anywhere.