A. Always have a written contract with the buyer to spell out all terms, including all included and excluded items, the terms of any seller financing and a clear and enforceable closing date.
B. Be careful with any existing lease to be assigned to the buyer. Your counsel must review the lease to see whether you would remain liable for any rent unpaid by your buyer after the closing. If that is the case, you either need to negotiate that out with the landlord, or insist that your lease be replaced with a new lease between the landlord and your buyer.
C. Consider that in every business sale, the buyer will want you to cooperate in the submission of a bulk sale notification to the State of New Jersey. It will take time for the State to either issue a clearance letter or advising the parties in writing of some amount to be held from your sale proceeds as an escrow until your final tax liability is determined. Be sure to cooperate in this process promptly so that closing is not delayed.
Further, it is crucial that you retain an experienced business transactional attorney for assisting in preparing the bill of sale and corporate resolution. Also, if you are financing all or part of the sale, your attorney would prepare a promissory note, security agreement, personal guaranty and UCC-1 financing statement. The latter places a lien on the assets sold until the note is paid in full.
These are just the basics. Call us today for more information from Whelan & Whelan. We are an experienced and diligent New Jersey business law firm.
