Generally, the purchase of a small business takes the form of either a purchase of the business’s assets, or a purchase of the business’s equity interests (i.e., corporate stock, LLC membership interests, partnership interests, etc.). The buyer typically prefers to structure the transaction as a purchase of the business’s assets, while the seller typically prefers to structure the transaction as a sale of the business’s equity interests.
Choosing the structure to use requires consideration of many different factors, including but not limited to:
- Tax consequences;
- Third Party Consents;
- Corporate Consents; and
- Commercial issues such as successor liability.
HOW WE CAN HELP
Dennis M. Lanphier, Esq., CPA, LL.M., is an experienced business attorney and certified public accountant who can provide representation to either buyer or seller at each stage of a purchase or sale, from preliminary negotiations through closing, while helping you and/or your business both minimize taxes and protect against potential liability.