CHECKLIST FOR THE SALE OF A BUSINESSMatters to be considered when drafting an agreement for the sale of abusiness.     Ide...
• Notes and accounts receivable, securities for debts, and outstanding     contracts.     •    Other assets.     •    Valu...
•    Conduct of business until closing.     •    Date of closing.     •    Inspection of assets sold.     Inspection of bo...
Payment of broker’s commission.     Compliance with UCC Article 6 or other bulk transfer provisions.     Instruction of bu...
Risk of loss.     Remedies on default.     Assign-ability of rights under agreement.     Modification of agreement.     Ar...
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Arrina Global DRAFT legal php checklist for the sale of a business

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Guide for purchasing a business checklist by Arrina Global Legal

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Transcript of "Arrina Global DRAFT legal php checklist for the sale of a business"

  1. 1. CHECKLIST FOR THE SALE OF A BUSINESSMatters to be considered when drafting an agreement for the sale of abusiness. Identification of parties. • Names. • Addresses. Character of each party. • Sole proprietorship. • Professional practitioner. Recitals. • Business or profession conducted by seller. • Desire of seller to sell and buyer to buy. • Desire of seller to retire. Assets subject to agreement. • Business building and other real property. • Good will; use of firm name or customer lists. • Stock in trade. • Equipment, furniture, and fixtures. • Patents, copyrights, trademarks, and trade names. • Cash on hand and on deposit. • Insurance policies. DISCLAIMER 1The following form is provided by Arrina Legal PHP for informational purposes only and is intended to be used as aguide prior to consultation with an attorney familiar with your specific legal situation. Arrina Legal PHP is not engaged inrendering legal or other professional advice, and this form is not substitute for the advice of an attorney. If you requirelegal advice, you should seek the services of an attorney. © 2000 Arrina Legal PHP All rights reserved.
  2. 2. • Notes and accounts receivable, securities for debts, and outstanding contracts. • Other assets. • Valuation of assets sold. Nature of consideration. • Payment of money. • Assumption of debts and liabilities. • Other consideration. Allocation of purchase price to various assets sold. Time and manner of payment. • All cash on closing. • Part payment on signing and balance on closing. • Deposit held in escrow until closing. • Instalment payments. • Mortgage or other collateral security. • Forfeiture of deposit for default in paying purchase price. • Other methods of payment. • Personal guaranty of payment by buyer. Closing. • Delivery of instruments of transfer. • Payment of purchase price. • Acquisition of necessary rulings and approvals. DISCLAIMER 2The following form is provided by Arrina Legal PHP for informational purposes only and is intended to be used as aguide prior to consultation with an attorney familiar with your specific legal situation. Arrina Legal PHP is not engaged inrendering legal or other professional advice, and this form is not substitute for the advice of an attorney. If you requirelegal advice, you should seek the services of an attorney. © 2000 Arrina Legal PHP All rights reserved.
  3. 3. • Conduct of business until closing. • Date of closing. • Inspection of assets sold. Inspection of books, records, and premises. • Furnishing of customer list. • Furnishing of supplier list. Representations by seller. • Title to property and assets. • Authority to enter into agreement. • Accuracy and completeness of books and records. • All outstanding liens, contracts, judgments, and other obligations disclosed. • Absence of labour disputes. • Validity of patents, copyrights, trademarks, and trade names. • Compliance with all laws affecting business. • Survival of representations. Indemnification of buyer. Assumption by buyer of lease. • Obtaining of lessor’s consent to assignment of lease. Assumption by buyer of outstanding contracts. • Disavowal of contracts not listed by seller. Assumption by buyer of seller’s collective bargaining agreement. DISCLAIMER 3The following form is provided by Arrina Legal PHP for informational purposes only and is intended to be used as aguide prior to consultation with an attorney familiar with your specific legal situation. Arrina Legal PHP is not engaged inrendering legal or other professional advice, and this form is not substitute for the advice of an attorney. If you requirelegal advice, you should seek the services of an attorney. © 2000 Arrina Legal PHP All rights reserved.
  4. 4. Payment of broker’s commission. Compliance with UCC Article 6 or other bulk transfer provisions. Instruction of buyer by seller in operation of business. • Employment of seller as executive of buyer. Covenant not to compete. • Territory. • Duration. Responsibility for obtaining necessary approvals and making necessaryfilings. • Tax rulings. • Antitrust rulings. • Similar approvals. Payment of sales or use taxes imposed on transfer of assets. Payment of other taxes. Transfer of tax identification numbers. Insurance. Contingencies. • On buyer’s obtaining license or permit. • On buyer’s continuation as franchisee. Execution of bill of sale to transfer personal properties. Transfer of titles of motor vehicles. Execution of warranty deed to transfer real properties. DISCLAIMER 4The following form is provided by Arrina Legal PHP for informational purposes only and is intended to be used as aguide prior to consultation with an attorney familiar with your specific legal situation. Arrina Legal PHP is not engaged inrendering legal or other professional advice, and this form is not substitute for the advice of an attorney. If you requirelegal advice, you should seek the services of an attorney. © 2000 Arrina Legal PHP All rights reserved.
  5. 5. Risk of loss. Remedies on default. Assign-ability of rights under agreement. Modification of agreement. Arbitration of disputes. Manner of giving notice. Binding effect of agreement on successors and assigns. Governing law. Date of execution. Signatures. DISCLAIMER 5The following form is provided by Arrina Legal PHP for informational purposes only and is intended to be used as aguide prior to consultation with an attorney familiar with your specific legal situation. Arrina Legal PHP is not engaged inrendering legal or other professional advice, and this form is not substitute for the advice of an attorney. If you requirelegal advice, you should seek the services of an attorney. © 2000 Arrina Legal PHP All rights reserved.

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