Kentucky Checklist - Sale of a Business

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Multi-State
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US-04096BG
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The sale of any ongoing business, even a sole proprietorship, can be a complicated transaction. The buyer and seller (and their attorneys) must consider the law of contracts, taxation, real estate, corporations, securities, and antitrust in many situations. Depending on the nature of the business sold, statutes and regulations concerning the issuance and transfer of permits, licenses, and/or franchises should be consulted. If a license or franchise is important to the business, the buyer generally would want to make the sales agreement contingent on such approval. Sometimes, the buyer will assume certain debts, liabilities, or obligations of the seller. In such a sale, it is vital that the buyer know exactly what debts he/she is assuming.
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FAQ

In an asset sale, the seller retains possession of the legal entity and the buyer purchases individual assets of the company, such as equipment, fixtures, leaseholds, licenses, goodwill, trade secrets, trade names, telephone numbers, and inventory.

10 Things To Do Before Selling Your BusinessGet your house in order.Separate different lines of business.Put together the right team and let them develop a plan.Understand the value of your business from a buyer's perspective.Fully understand vulnerabilities.Create an exhaustive letter of intent (LOI).More items...

Legal Documents Needed to Sell a BusinessNon-Disclosure Confidentiality Agreement.Personal Financial Statement Form for Buyer to Complete.Offer-to-Purchase Agreement.Note of Seller Financing.Financial Statements for Current and Past Two to Three Years.Statement of Seller's Discretionary Earnings and Cash Flow.More items...

To help you prepare, 10 members of Forbes Finance Council share important strategies to remember.Carefully vet all parties involved.Get expert help.Only sell what the buyer is after.Get an independent valuation.Understand your value.Make sure they can pay you.Limit indemnification claims.Get some money up front.More items...?

Can I get a Kentucky account number for a client? 200bThe best way to access company account numbers is via Kentucky One Stop Business Portal. Another way would be if the interested party is listed on form 20A100 (Power of Attorney/Declaration of Representative) on file with the Department of Revenue.

What is included in your contract will differ based on your circumstances, but a starting agreement should include:Party information.Definitions.Purchased assets.Purchase price.Additional covenants.Warranties or disclaimers.Indemnification.Breach of contract provisions.More items...

What Documents Do I Need to Prepare to Sell My Business?Accounting information.Landlord-tenant information/Real estate records.Equipment leases/Service contracts.Customer lists.Corporate kit/Corporate information.Government license information.Supplier information.Vehicle information.More items...?

How to Sell a Small Business in 7 StepsDetermine the value of your company.Clean up your small business financials.Prepare your exit strategy in advance.Boost your sales.Find a business broker.Pre-qualify your buyers.Get business contracts in order.

Commonwealth Business Identifier (CBI): A unique, ten-digit, number assigned to all Kentucky businesses. The CBI allows the business to be easily identified by all state agencies that utilize the Kentucky OneStop Portal. Complete the online registration via the Kentucky Business OneStop portal.

Asset Sale ChecklistList of Assumed Contracts.List of Liabilities Assumed.Promissory Note.Security Agreement.Escrow Agreement.Disclosure of Claims, Liens, and Security Interests.List of Trademarks, Trade Names, Assumed Names, and Internet Domain Names.Disclosure of Licenses and Permits.More items...?

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Kentucky Checklist - Sale of a Business