Many different situations can lead to a business sale or purchase. A company's owner or partner may want to transfer ownership through a business succession plan. An entrepreneur may want to purchase a business that is already in full operation rather than start their own business from the ground up. One business may merge or acquire another business. For each situation, there are specific legal requirements that must be satisfied. Failure to adhere to the legal requirements and deadlines may result in frustrations that impede the sale or purchase of a business. Working with a business law attorney will ensure that your business sale or purchase in Wisconsin is completed successfully.
At Heritage Law Office, our business law attorney in Wisconsin provides legal assistance to startups, business owners, partners, and shareholders. Whether you want to purchase or sell a business, our team will guide you through all the steps and proactively address any legal or financial issues. Contact us at 414-253-8500 or send us a message to schedule a free consultation to make sure the right procedures are followed.
The Process to Buy or Sell a Small Business in Wisconsin
Despite its size, buying or selling a small business can be complex. While the specific process varies depending on the circumstances, some key steps in the sale process exist.
Both parties should obtain an independent valuation of the business before advertising a business for sale or making an offer. It helps the seller price the business appropriately and gives the buyer a basis for negotiations.
Before agreeing on the sale of a business, buyers and sellers enter preliminary negotiations over key terms. This includes, most importantly, price as well as the transaction structure and any preconditions of sale.
A key step of the process for a buyer is due diligence to confirm the commercial value and viability of the business. Usually done by an attorney, due diligence involves conducting a detailed review of the financial records of the business and other commercial documents.
Drafting Necessary Paperwork
Buying or selling a business involves a large amount of paperwork, including various legally binding documents, such as:
- Letters of intent
- Purchase agreements
- Bills of sale
- Assignment of leases
- Security agreements
- Nondisclosure or confidentiality agreements
- Non-compete agreements
A business lawyer can provide advice and assistance with drafting and negotiating the terms of these documents.
In a pre-closing review, the parties confirm all the required steps have been taken. This includes ensuring any necessary consents and approvals have been obtained – like those needed from landlords or suppliers.
The sale is typically closed when the buyer pays the agreed amount and the seller hands over any paperwork required to effectuate the legal transfer of the business.
What's the Business Worth?
An independent business valuation is an essential step for both the seller (to ensure they're seeking a realistic price) and the buyer (to make sure they don't overpay).
While it's possible to run some general numbers yourself, many people seek the services of a professional business appraiser to value the business. Business valuation can be a complex process with several different ways to approach it.
A business valuation typically considers a number of factors and business operations, including:
- Business assets
- Future earnings
- Book value
- Other financial metrics
- Business debts and liabilities
Of course, getting the best and most accurate appraisal will benefit both the seller and the buyer.
Three Legal Issues to Consider When Selling a Business in Wisconsin
If you're selling a business, you should be aware of potential legal issues that may arise. A few of the most common issues often involve the following three situations.
- Confidentiality agreement. During the due diligence process, the buyer needs to have full access to the business's financial and other records. You should ask the buyer to sign a confidentiality agreement before allowing them to view this information.
- Indemnification. The buyer may ask you to indemnify the sale or take financial responsibility for any claims arising from an event that occurs before the close of the sale.
- Continued employment. Buyers will often ask a seller to stay on with the business for some time after the sale and assist with the transition. The specific terms of this should be set out in the sale contract.
It's important to seek advice from a business attorney on these issues.
Three Legal Issues to Consider When Buying a Business in Wisconsin
If you are in the market to purchase a business, there are legal issues you should consider. Most of these issues involve one or all of the following matters.
- Non-compete agreement. You may want the seller to sign a non-compete agreement to prevent them from immediately opening a competing business.
- Assets included in the purchase agreement. All the assets of a business must be expressly listed in the purchase agreement to ensure they form part of the sale.
- Due diligence. Due diligence is a complex and potentially lengthy process that should be undertaken by a qualified professional to ensure nothing is missed.
A business lawyer is best placed to provide experienced advice on dealing with these issues.
How Will a Business Law Lawyer in Wisconsin Help When Selling or Buying a Small Business?
Whether you're a buyer or a seller, a business lawyer can help you navigate the transaction and any potential legal issues that arise during it. They can represent your interests during the negotiation process and ensure all sale documents are drafted correctly and legally binding.
Importantly, a business lawyer can run the necessary due diligence on the sale and help prevent any business disputes from arising in the future.
Contact a Business Lawyer in Wisconsin Today
If you are planning to purchase or sell a business, Heritage Law Office can provide legal help throughout the duration of the transaction as well as your next steps after the transaction. Our business law attorney in Wisconsin will ensure you have fully considered all the legal and financial matters that must be addressed or may arise in a purchase or sale of a business. Contact us today either online by using our online form or calling us at 414-253-8500 to schedule a free consultation.
Frequently Asked Questions (FAQs)
1. What Role Does a Business Lawyer Play in Buying or Selling a Business?
A business lawyer plays a crucial role in business transactions. They conduct due diligence to ensure the commercial viability of the business, assist in drafting and negotiating contractual terms, and ensure all legal requirements for the sale or purchase are satisfied. They also help navigate any potential legal issues that may arise during the transaction.
2. What Legal Issues Might Arise When Buying or Selling a Business?
Legal issues can arise around three main areas: compliance with laws and regulations, disputes over the sale terms, and issues related to employees and contracts. These issues might involve breaches of contract, liabilities, unresolved disputes, employment contracts, or environmental and regulatory compliance. It's always best to seek advice from a business attorney to mitigate these issues.
3. Why is Business Valuation Important When Buying or Selling a Business?
Business valuation gives both the buyer and seller a realistic perspective on the business's worth. It helps the seller to price the business appropriately and gives the buyer a basis for negotiations. A business valuation typically considers several factors, including financial history, market position, and future earning potential.
4. What is Due Diligence in the Context of Buying or Selling a Business?
Due diligence is a comprehensive appraisal of a business undertaken by a prospective buyer, usually with the assistance of an attorney. It involves a detailed review of the financial records of the business, its commercial documents, regulatory compliance, and any potential legal issues. The goal of due diligence is to verify the commercial value and viability of the business.
5. How Can I Contact a Business Law Attorney for Buying or Selling a Business in Wisconsin?
If you're planning to purchase or sell a business, you can contact Heritage Law Office for legal assistance throughout the transaction. You can either use the online form on their website or call at 414-253-8500 to schedule a free consultation. The business law attorney at Heritage Law Office, Wisconsin, will ensure you have fully considered all the legal and financial matters related to your business transaction.