If you are planning to sell your business or even closing it, your attorney must know the following, to give you the best advice:
- Review the business records of the company.
- Whether the business is a corporation or a Limited Liability Company, you will want to make sure of the company’s proper legal name;’ and any “assumed name” or “trade name”, and whether that assumed name was filed with the NYS Department of State.
- If your business was never a corporation or LLC, but rather a sole proprietorship, was that name filed with the County Clerk?
- Is the business current with NYS Department of State filings?
- Where is the “Corporate Kit” or LLC book?
- Was it ever filled-in when the business opened?
- Who are the present Shareholders or Members?
- Who are the present Directors or Managers?
- Is there a Shareholders Agreement or an Operating Agreement?
- What percentage of owners can make decisions?
- Are all owners in favor of selling (or closing)?
- Review the Bank records
- Who do the bank records show as owners, officers, and signatories on the bank accounts?
- Review tax records
- Are income tax return filings current and paid?
- Who has signed the filed returns?
- Are payroll tax return filings current and paid?
- Who has signed the filed returns?
- Are sales tax return filings current and paid?
- Who has signed the filed returns?
- What are the Assets of the business?
- Look at Balance Sheet on last tax return
- Inventory value
- Furniture, and fixture value
- Accounts Receivable value and collectability
- Equipment value
- Vehicles
- Look at the Lease
- When does it expire?
- How does the actual rent compare with current market rent?
- Is the lease freely assignable?
- Is there a personal guaranty?
- if so,is there a good-guy clause excusing future liability if current obligation are paid and premises are surrendered?
- Are there any secured creditors?
- e.g. bank loans, merchant capital “loans”, vehicles, equipment
- what collateral is owned by the company?
- what collateral is owned by the business owners personally or by other parties?
- Value of collateral
- amount of debt
- were the liens perfected by proper filings?
- have the liens expired?
- if not, when will they expire?
- Intangibles the business may own”
- A website?
- A phone number?
- Trademarks, Service Marks, Copyrights, Patents?
- Lease?
- If you the Landlord e, have you assigned the Leases and Rents to your mortgage holder?
At Corash & Hollender, PC. we work closely with business owners to plan a sale or closure of a business and collaborate with their accountants to attain the best team result. But the task of collecting key information rests with the business owner. https://www.silawfirm.com/business-transactions/
Corash & Hollender, P.C.
1200 South Avenue, Suite 201
Staten Island, NY 1014
(718) 442-4424