What legal documents do I need to buy or sell a business?

I'm getting ready to buy a business, but the seller handed me a stack of paperwork. Which legal documents do I actually need before closing?

ARTICLE SUMMARY

Answer

The legal documents needed to buy or sell a business depend on the type of transaction, the business being transferred, and the applicable laws. Most business sales involve documents that describe the terms of the sale, transfer ownership, and address legal and financial obligations.

Before closing, it's important to understand what each document does and confirm that it accurately reflects the agreed terms.

Which documents are commonly used in a business sale?

The required paperwork varies, but many transactions include documents such as:

A letter of intent (LOI).
A purchase agreement.
Bills of sale or asset transfer documents.
Assignment or assumption agreements for contracts.
Non-disclosure or confidentiality agreements.
Non-compete or consulting agreements, if applicable.
Escrow agreement (when applicable).
Closing statement.
Officer/member resolutions.
Secretary certificates.
FIRPTA affidavit (when applicable).
Assignment of intellectual property.
Transition services agreement (if applicable).

Additional documents may be needed depending on whether the transaction is structured as an asset sale or the sale of the business entity.

What else should you review before closing?

In addition to the sale documents, review records that help confirm the business's legal and financial status. Consider reviewing:

Financial statements and tax records.
Business licenses and permits.
Customer, supplier, and lease agreements.
Corporate records or operating agreements.
Outstanding debts, liens, or legal disputes.
Required third-party approvals or government filings.

A complete review can help identify issues that may need to be resolved before ownership changes hands.

What to do next…

Make a list of the documents needed for your transaction.
Review the purchase agreement and related transfer documents carefully.
Confirm which contracts, licenses, and permits will transfer at closing.
Complete any required filings and obtain necessary approvals before finalizing the sale.

What to consider in your specific situation

Whether you're buying or selling the business entity or only its assets.
The wording of the purchase agreement and related documents.
Existing contracts, leases, licenses, and permits that may require approval or transfer.
Outstanding debts, tax obligations, or pending legal disputes.
Federal, state, and local filing or regulatory requirements.
The size, industry, and ownership structure of the business.

Since every situation is different, consider getting more information through Rocket Copilot or an attorney review to move forward more confidently.

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Buying or selling a business involves careful planning and legal preparation. These questions explore how to determine a business's worth, what to check before buying, the legal documents required, and what happens to existing contracts and permits during a sale.