·  Contract negotiation of the purchase price,  

·  Preparation and review of the sale/ purchase agreement

· Evaluation of the business premises (compliance with environmental and other such regulations, lease/ title to land)  

· A review of the business’s existing contracts, and assignability

·  A review of the business’s assets, and whether they are being transferred free of encumbrances, as well as what liabilities are being transferred  

· Securing of insurance (i.e. title insurance, environmental insurance, etc.) for the business’s assets  

· Review of existing commercial leases and negotiate assignment of lease 

· Lien searches and review of utility bills, personal property taxes, rent, sales tax  

· Conduct a UCC search and Personal Property Tax Search, and  · Preparation and review of Corporate Resolutions.



I can guide business owners in the multi-stage process of buying or selling a business including:

  • Advising on the structure of the transaction
  • Negotiation of terms and drafting of the deal memorandum
  • Advising sellers on legal strategies to address issues raised during the due diligence process
  • Advising buyers on conducting legal due diligence
  • Drafting, reviewing and negotiating the extensive documentation involved in a business transaction, such as asset purchase agreements, stock purchase agreements and security agreements


Business Purchase | Asset Sale | Stocks | Membership Interests

Sarasota Business Corporate Lawyer
Marc J. Soss, Esq. | (941) 928-0310
​2070 Ringling Blvd., Sarasota, FL
Sarasota Business Transaction Attorney


The purchase or sale of a business is a complicated venture, and requires in-depth knowledge of and familiarity with the law of business associations. Among the many decisions you must make is how to structure the transaction itself, which will dictate legal issues, affect the tax aspects, documentation requirements and operations of your business. The transaction can be structured as a: asset purchase, stock purchase, membership interest acquisition, merger or consolidation.

Asset Purchase:  Consists of a purchaser buying all or specified assets of the selling entity. As the buyer, you may prefer this structure so you can (i) select which assets and liabilities to assume; and (ii) reduce, but not entirely eliminate, exposure to possible unknown or contingent liabilities. However, this type of transaction i s not always available, such as when there are certain sophisticated business-related licenses, trademarks, leases or contracts that are not assignable or that are difficult to assign. 

Stock or Membership Purchase:  The purchaser directly acquires ownership of the shares or membership interests (some or all) in the target entity.  The legal and corporate status of the entity remains the same during and after the transaction.  As the seller, this method is preferred because it guarantees the transfer of both the assets and corporate liabilities. If you are the buyer, there are ways you can structure a stock or membership purchase to maximize your own protection. This includes establishment of an indemnification agreements and holdback arrangements (delayed payment of the full purchase price, hold funds in escrow, etc.) to ensure you are reimbursed if you are subsequently made to pay the seller’s obligations.