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.
The same matters should be considered in the sale of a business owned by a partnership or corporation as in the sale of a sole proprietorship.
All states have adopt some form of the Model Business Corporation Act (MBCA) or the Revised Business Corporation Act (RMBCA). Both the MBCA and the RMBCA require that the sale of all or substantially all corporate assets be authorized by the shareholders and/or directors of the corporation.
This form provides a checklist for the sale of a sole proprietorship, a checklist for the sale of a partnership, and a checklist for the sale of a corporation.