How do I go about selling my business and making it legal?

Additional Information:
How do I go about selling my business and making it legal?  Specifically, I’m interested in knowing how to transfer ownership of assets and accounts receivable/payable.  Thank you.

ATTORNEY ANSWER:

In selling your business, the deal is typically structured as either an asset purchase or stock purchase, although there are other methods to structuring the deal. In an asset transfer, the buyer does not purchase the business itself, it just purchases the assets. Most buyers prefer this method because they are acquiring the assets of the business only without assuming any liabilities of the business.

While every deal is different, a buyer typically prefers an asset purchase for tax reasons also.  In a stock purchase, the buyer generally takes over the entire business and acquires the assets and assumes the liabilities of the business. In basic terms, the buyer tenders a check and the seller turns over his stock. Typically, a seller prefers a stock sale for tax reasons and the seller also walks away from any liabilities provided that the business is a separate legal entity and the seller has not signed any personal guaranty.

The Greater Boston Attorneys at Goldman & Pease provide business law services to individuals and companies and serve the greater Boston metro region including Alston, Arlington, Belmont, Brighton, Brookline, Cambridge, Canton, Dedham, Dover, Milton, Natick, Needham, Newton, Norwood, Waltham, Watertown, Wayland, Wellesley, Weston, West Roxbury, Westwood, and all of Massachusetts.