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Buying or Selling Your Business
The business lawyers at The Kramer Law Firm can guide you through the process of buying or selling a business, from drafting the letter of intent to the closing statement. We have decades of experience helping entrepreneurs, prospective business owners, and established businesses achieve their business goals with the purchase or sale of a company or franchise.Once you have chosen to buy or sell a business, we can help negotiate the legal terms of the transaction and can draft your asset purchase agreement or stock purchase agreement. We also draft such documents as:
- Letters of Intent;
- Opinion of counsel;
- Corporate resolutions, amended corporate bylaws and amended operating agreements;
- Escrow agreements, promissory notes and security agreements;
- Representations and warranties; and
- Non-disclosure agreements for employees with sensitive information and non-compete agreements for key employees
Buying a Maryland Small Business
We invite you to contact our office to speak with one of our business attorneys.
Due Diligence Avoids Problems
Working with a business attorney early in the process of buying a business can help prevent costly mistakes and minimize risks. With a due diligence review of the business, we can provide clear, understandable information regarding the nature of the business you intend to purchase, it's assets and liabilities.
- We seek detailed representations and warranties from the seller.
- We review all of the company's contracts and leases, employee records and benefits, customer information, supplier agreements and other documents.
- We conduct a lien search on the acquired assets.
- We assist with the assignment of the commercial lease for the location and obtain the consent of the landlord. We can assist in renegotiating a lease.
Selling a Maryland Business
When selling a business, it's important to protect yourself from ongoing liability for a business that no longer belongs to you. Failing to dot the i's and cross the t's in a business sale can leave you vulnerable to litigation in the future.
At The Kramer Law Firm, we protect the interests of Maryland business owners who are selling a small or mid-sized company or a franchise business. Our business lawyers can help you achieve your financial goals while minimizing the risks associated with the sale of a business.
Before you sign any purchase agreement, contact our office to speak with one of our business attorneys.
Legal Help to Ensure a Smooth Transition of Ownership
Our goal is to ensure that the sale of your business proceeds as smoothly and quickly as possible, while protecting your interests and your assets. When representing a seller in the process of a business sale, we make sure that any representations and warranties provided in the documents are minimized and appropriate so that you walk away from the sale with as few obligations as possible.
We ensure any excluded assets are protected and that you are released from any obligations under an existing lease or franchise agreement. If you will be holding a loan, we draft those documents and work to ensure that your financial interests are protected with collateral, such as the assets of the business.
We draft the documents needed to conclude the sale of the business (such as an asset or stock purchase agreement, lease assignment and landlord consent, bulk sales affidavit, promissory note, etc.). We will attend the settlement, and issue a closing statement after it has been completed if requested by our client.
Selling a franchise has some extra steps. If you are a franchisee, you will need to secure the consent of your franchisor and your landlord. We will incorporate the necessary franchise-related clauses and contingencies into the purchase agreement to protect you.
If you are a franchisor, in addition to the normal business acquisition issues, we make sure that all of the franchise agreements are assigned and that all post-closing liabilities and assets of the business (including obligations to your franchisees) are transferred to the new owner.
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Suite 500
Rockville, MD 20850
Maryland Small Business Lawyers
Rockville | Bethesda | Gaithersburg | Germantown | Potomac
Washington, DC
Blog for Buying or Selling Your Business
Library for Buying or Selling Your Business:
- Asset Allocation in Maryland Business Purchases
In a small business sale, the owner is selling a collection of assets, some tangible (such as inventory, vehicles, buildings, and FF&E) and some intangible (such as software, customer lists, trade names, trained & assembled workforce, patents, non-compete agreements, and goodwill). Unless the entity is a C-Corp and stock is being sold, the total transaction price is allocated sequentially based on the fair market value of the acquired assets. For more information, please call the Maryland business lawyers of The Kramer Law Firm at 301.296.4445. - Maryland Business Asset Purchases
An acquisition is where one person purchases an entire business from another. Completing the asset or share purchase agreement is a crucial task. The agreement is designed to set out the transaction in much greater detail so that the parties can use it as a roadmap for due diligence and closing. For more information please contact the business lawyers at the Rockville, MD-based The Kramer Law Firm at 301.296.4445. - Step 1 - Letters of Intent in Maryland Business Purchases
Most mergers and acquisitions start with the letter of intent. This is a non-binding, or partially binding, letter agreement between the parties setting out the basic details of the transaction. For more information, please contact the Rockville, MD-based business lawyers at The Kramer Law Firm at 301.296.4445. - Asset Sale or Stock Purchase? What's Best for Buyers?
Determining what is being sold, the individual assets of a business or the stock in a corporation, will be critical in determining the optimal structure of a transaction. The majority of small businesses that are sold each year are structured as an asset sale. For more information, please contact the Rockville, MD-based business lawyers at The Kramer Law Firm at 301.296.4445. - Buying a Maryland Business 101
Buying an established Maryland business can have significant advantages over starting a new company. Issues to consider include examining personal interests, cash flow and the seller itself. For more information please contact the Maryland business lawyers at The Kramer Law Firm. 301-296-4445. - Choosing the right business for purchase in Maryland
Buying a new business in Maryland is simpler for those who utilize the right resources. Contact the Maryland business lawyers of The Kramer Law Firm at 301.296.4445 for more information. - What Contracts do You Need to Buy or Sell a Maryland Business?
The acquisition agreement (contract) is the most important part of the process when a business is bought or sold. Two general types exist: stock purchase agreements and asset purchase agreements. Various tax and liability issues determine which is the best for a given transaction. For more information, contact Rockville, MD-based business lawyers at The Kramer Law Firm at 301.296.4445. - Steps to Completing a Maryland Business Sale
Closing the sale or purchase of a Maryland small business requires several key steps. For further information, contact the Rockville-based attorneys of The Kramer Law Firm at 301.296.4445. - How to Avoid Disasters in Maryland Business Purchases
When buying a Maryland small business, it is incumbent upon the buyer to investigate the company that he or she is intending to purchase. A thorough investigation of the company's assets and liabilities, contracts and customers, policies and practices can avoid costly surprises and legal complications from arising after the business purchase is complete. The Rockville, Maryland-based business attorneys at The Kramer Law Firm can conduct the proper review to reduce the risk in a business purchase. 301.296.4445. - How to Buy a Maryland Franchise
You have decided to purchase a Maryland franchises. What should you do next? Consulting with an experienced Maryland franchise attorney allows small business owners to evaluate the risks and benefits of the franchise to avoid unnecessary loss of time and money. Contact The Kramer Law Firm in Rockville, Maryland for more information. 301.296.4445.