The Complete Guide to Buying a Business 3rd Edition by Fred Steingold ISBN 978-1413312676 1413312675
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Product details:
ISBN 10: 1413312675
ISBN 13: 978-1413312676
Author: Fred S. Steingold
A perfect guide for entrepreneurs
Whether you just want an overview of the business buying process or you’re ready to acquire an existing business, you know you’ll need to finance, negotiate and structure the deal. The Complete Guide to Buying a Business will give you everything you need to know including more than two dozen crucial forms and legal documents to help you do it. You’ll learn how to:
– find the right business
– analyze the seller’s numbers
– make sense of the tax issues
– prepare and sign a sales agreement
– close the deal
– prevent the seller from competing against you
– work with lawyers, accountants and brokers
The 3rd edition of The Complete Guide to Buying a Business is completely updated to reflect the latest laws and tax information.
Table of contents:
Your Companion for Buying a Business
Is This Book for You?
Will You Need to Hire Lawyers, Accountants, or Other Professionals?
Part 1: Overview of the Process
1 Thinking About Buying a Business..
Business-Buying Worries
Which Kind of Buyer Are You?
Three Ways to Become a Business Owner
The Basics of Buying a Business….
Key Steps in Buying a Business.
2 The Key Legal Issues in Buying a Business
Understand the Differences Between Buying a Business Entity and
Buying Just Its Assets
Consider Forming a Corporation or LLC to Buy the Business.
Be Clear on What You’ll Buy and What the Seller Will Keep.
Pay Special Attention to the Transfer of Intellectual Property.
Know the Legal Consequences of Not Making Installment Payments
on Time
Assure That There Are No Liens on Business Assets
Protect Yourself From Competition by the Seller
Limit Your Legal Liability for Past Obligations of the Business.
Comply With State and Local Laws That May Affect Your Purchase..
3 Tax-Saving Strategies.
Understanding Business Write-Offs
Buying Assets vs. Buying the Entity
Allocating the Purchase Price in an Asset Sale
Writing Off Purchase-Related Expenses.
4 Finding the Right Business for You.
Before You Begin
Attractive Businesses May Be Nearer Than You Think
You May Be a Strategic Buyer.
Finding a Business by Word of Mouth.
Finding a Business Through Advertising-Yours and Theirs.
Business Brokers Can Help Find Sellers.
What Sellers Want to Know About You
5 What’s the Business Worth?
There’s No Universal Pricing Formula: Many Factors Affect Price…
Sales of Comparable Businesses
The Asset-Based Approach
The Income Valuation Approach
Industry Formulas and Rules of Thumb
How Appraisers and Other Experts Can Help You Decide on a Fair Price
Putting Together All the Information
6 Working With Lawyers, Accountants, and Brokers
Lawyers.
Accountants
Business Brokers
Part 2: Getting Ready to Buy
7 Financing Your Purchase…
Lump Sum Purchase
Installment Purchase
How Sellers Try to Protect Themselves in an Installment Sale….
Show Me the Money: Where You Can Get Funds for a Lump Sum
Purchase or Hefty Down Payment
The Difference Between Loans and Equity Investments
8 Structuring Your Purchase
Asset Sale vs. Entity Sale
The Seller’s Future Role
Restrictions on the Seller: Noncompete Agreements
The Future of Key Employees
9 The Investigation Stage: How Buyers and Sellers
Check Each Other Out
Your Investigation of the Seller’s Business
Paperwork the Seller Should Provide
The Role of Confidentiality Agreements
Information to Garner From Other Sources
Why and How the Seller May Check You Out
10 Drafting a Letter of Intent
Why Use a Letter of Intent
What to Put in Your Letter of Intent
Why You Should Only Sign a Nonbinding Letter of Intent..
Format for a Letter of Intent..
Part 3: Preparing the Sales Agreement
11 Preparing the Sales Agreement and Other Legal Documents.
Overview of Your Sales Agreement
Related Legal Documents..
Well-Drafted Documents Are Crucial
Preparing Your Sales Agreement and Related Legal Documents
How to Prepare Attachments to Your Sale Agreement.
Steps in Finalizing Your Sales Agreement and Other Documents.
Amending Your Sales Agreement
12 Who’s Selling, Who’s Buying-And What Is Being Purchased
Naming the Parties
Identifying the Business and What You’re Buying in an Asset Sale
Identifying the Business and What You’re Buying in an Entity Sale
13 The Sales Price and Terms of Payment
Sale Price: Asset Sale
Inventory: Asset Sale
Dealing With the Purchase of Accounts Receivable: Asset Sale
Sale Price: Entity Sale.
Deposit
Payment at Closing
Promissory Note
Security for Future Payment: Asset Sale
Security for Future Payment: Entity Sale
14 Dealing With Liabilities and Representations
Liabilities in an Asset Sale
Liabilities in an Entity Sale
Representations: What They Are and Why They Matter
Seller’s Representations
Buyer’s Representations..
15 Payment for Noncompete Agreements and Consultant Deals
Seller’s Agreement Not to Compete With the Business After the Sale
Seller’s Agreement to Work for Your Business After the Sale
Current Employees of the Business You Are Buying..
16 Other Important Legal Language for the Sales Agreement.
Contingency Clause
Closing Arrangements
Dispute Resolution Clause
Technical Contract Clauses
Additional Optional Clauses
17 Signatures on a Sales Agreement
Required Signatures for Sole Proprietors on a Sales Agreement
Required Signatures for an Entity on a Sales Agreement
A Spouse’s Signature on the Sales Agreement
Signature Clause in a Sales Agreement
Typical Formats for Signing a Sales Agreement.
Accepting Personal Responsibility for Commitments in a Sales Agreement…..
Signing the Sales Agreement
Part 4: Preparing the Promissory Note and Other Sales Documents
18 Promissory Notes and Other Installment Payment Documents.
The Promissory Note
The Security Agreement
The UCC Financing Statement
Escrow Agreement for Entity Sale
19 Bill of Sale, Lease Assignment, and Other Documents for Transferring the Business.
Bill of Sale: Asset Sale
Bulk Sales Compliance
Assignments in an Asset Sale
Transferring an Entity
Assignments in an Entity Sale
Your Entity’s Approval of a Business Purchase
20 Documents for Noncompete and Future Work Commitments.
Covenant Not to Compete
Contract for Employment
Contract for an Independent Contractor
Part 5: Closing the Deal
21 Preparing for a Smooth Closing
Where and When to Hold the Closing and Who Should Attend
Documents for Transferring Assets
Documents for Transferring an Entity
Handling Last-Minute Problems
Looking Ahead
22 Running a Small Business: Some Legal and Tax Basics.
Entity Concerns
Safe Business Practices for Your Corporation or LLC
Tax Basics.
Insuring Your Business.
Negotiating a Favorable Lease
The Road to Success
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