Business Purchase Agreement

Written by Administrator

An agreement intended to set out the term and conditions for the purchase of a business by one party from another. No one should enter into any agreement to purchase a busie=iness without memorializing and documenting all aspects of the transaction. Do not get allow unexpected matters to derail the purchase or sale of your business.

The form contained on this website has been prepared by attorneys but costs significantly less than if you hired a lawyer. Follow the instruction contained within the form and review this form carefully and adapt it to your situation.

What is an LLC?

A Limited Liability Company (LLC) has characteristics of a corporation and a partnership. An LLC allows its owners not to be personally liable for debts or liabilities of the business like a corporation, but have the tax benefits of partnerships. The owners of an LLC are called members which are somewhat analogous to shareholders. A member can be a natural person, a corporation, a partnership, or another legal association or entity. Unlike corporations or sole proprietorships, which may be formed by only one person, in most states, LLC's must be formed and managed by two or more members. The members may run the LLC themselves or through appointment of managers, who have similar levels of fiduciary duty to the LLC as do Directors of a corporation.

Limited Liability Company Tax Benefits

Be sure to always consult your accountant since tax laws change with time and jurisdiction. That said, generally an LLC allows profits to be passed through to the owners as income tax like a partnership, rather than as in a corporation where the corporation pays taxes on the income and then the owners, if they receive salary, pay tax on their salaries also.

Like other businesses, an LLC needs to have a license to do business in towns in which it has offices and may use an assumed name, so that Blow LLC could operate as Blow Holes.

Members' interests may be freely transferred to nonmembers, however that member receives only the financial benefit of the membership and does not become a member unless admitted by unanimous vote. The interest of a member in the business is in proportion to his or her capital contribution to the LLC.

The death of a member dissolves the LLC unless otherwise stated in the operating agreement.

Advantage to a Limited Liability Company

With regard to taxes, the LLC is not a separate taxable entity unless it fails in the determination of the IRS to qualify as a partnership for tax purposes and if so it is taxed as a corporaiton. Any gains, losses, credits, and deductions flow through the LLC to the members, who report them as income and losses on their personal tax return.

Disadvantages of Limited Liability Company

LLC's have similar formation, state registration, agent for service and other costs and corporate procedures to corporations. As there is no state law structure of shareholders, directors and officers already established as with corporation, and unless the state has other regulations, the LLC members create their operating structure and have an operating agreement. This typically adds additional attorneys fees for drafting the operating agreement, or otherwise increases risk of operating without one or with a poorly drafted agreement.

LLC's vary in legal requirements and liabilities by state and do not have the easy of transfer and investment that a corporation structure provides and therefore are some times regarded as less preferable to C or S corporations.