The purchase of a business requires an initial decision about whether to buy (a) the ownership units of the business entity (such as corporate "stock," limited liability company "units," or partnership "interests") or (b) the individual assets of the company. A purchase of the ownership units is easier because only the units change hands, avoiding the need to transfer each of the individual assets, and further avoiding the need for consents from third parties, such as a lessor. However, the attractiveness of an asset purchase arrangement is that the buyer can avoid the seller's liabilities. This worksheet is designed for a sale of assets rather than a sale of ownership units. Any or all of the assets of the target business can be acquired through the use of this worksheet by selecting only those assets which are desired. This document will assist you in structuring the Sale of Business Assets Agreement by providing a list of the most important terms of the sale to be decided. The guide topics can be used as an educational tool regarding these issues. |