Ohio Offer to Purchase Business, Including Good Will

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Multi-State
Control #:
US-03294BG
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Description

The sale of any ongoing business, even a sole proprietorship, can be a complicated transaction. 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.


A sale of a business is considered for tax purposes to be a sale of the various assets involved. Therefore it is important that the contract allocate parts of the total payment among the items being sold. For example, the sale may require the transfer of the place of business, including the real property on which the building(s) of the business are located. The sale might involve the assignment of a lease, the transfer of good will, equipment, furniture, fixtures, merchandise, and inventory. The sale may also include the transfer of the business name, patents, trademarks, copyrights, licenses, permits, insurance policies, notes, accounts receivables, contracts, cash on hand and on deposit, and other tangible or intangible properties. It is best to include a broad transfer provision to insure that the entire business is being transferred to the buyer, with an itemization of at least the more important assets to be transferred.

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  • Preview Offer to Purchase Business, Including Good Will
  • Preview Offer to Purchase Business, Including Good Will
  • Preview Offer to Purchase Business, Including Good Will
  • Preview Offer to Purchase Business, Including Good Will
  • Preview Offer to Purchase Business, Including Good Will
  • Preview Offer to Purchase Business, Including Good Will
  • Preview Offer to Purchase Business, Including Good Will

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FAQ

As discussed above, a purchase agreement should contain buyer and seller information, a legal description of the property, closing dates, earnest money deposit amounts, contingencies and other important information for the sale.

Goodwill is not recognized in an asset acquisition. Even if there is economic goodwill in the transaction, this amount is allocated to the assets acquired based on their relative fair values. This results in a higher asset basis that must then be amortized or depreciated.

Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) under which company shares, title to assets, and title to liabilities are also sold.

In an asset purchase, the buyer will only buy certain assets of the seller's company. The seller will continue to own the assets that were not included in the purchase agreement with the buyer. The transfer of ownership of certain assets may need to be confirmed with filings, such as titles to transfer real estate.

A goodwill purchase agreement is an agreement to purchase an intangible asset owned by, and associated with, the operation of a business entity.

Parts of an Asset Purchase AgreementRecitals. The opening paragraph of an asset purchase agreement includes the buyer and seller's name and address as well as the date of signing.Definitions.Purchase Price and Allocation.Closing Terms.Warranties.Covenants.Indemnification.Governance.More items...

Goodwill is the premium that is paid when a business is acquired. If a business is acquired for more than its book value, the acquiring business is paying for intangible items such as intellectual property, brand recognition, skilled labor, and customer loyalty.

Here's an example of what to include in your offer:Written offer (through a broker) with refundable good faith deposit of $1,000.Purchase price (subject to due diligence)Down payment (cash and/or outside financing)Terms and conditions on the balance due, which will be financed by seller.More items...

An offer to purchase offer is a legally binding contract; once you sign it, you cannot easily change it. As a prospective buyer, you should make sure your finances are in order and obtain bond pre-approval before making an offer.

The bill of sale is typically delivered as an ancillary document in an asset purchase to transfer title to tangible personal property. It does not cover intangible property (such as intellectual property rights or contract rights) or real property.

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Ohio Offer to Purchase Business, Including Good Will