Dallas business transactions Lawyers

A business transaction is an exchange of value, typically involving goods, services, or money, between two or more parties, where one of the parties is a business. These transactions are measurable in monetary terms and impact the company's financial position, being documented in accounting records.

An Asset Purchase Agreement (APA) involves the buyer purchasing specific assets of a company, like equipment or licenses, while an Stock Purchase Agreement (SPA) involves the buyer purchasing all or a majority of the company's stock, meaning they acquire the entire company, including all assets and liabilities.

A typical small-business acquisition in Texas generally takes 2 to 6 months, though it can sometimes stretch to a year or two. This timeframe can vary based on the specifics of the deal, including the complexity of negotiations, due diligence, and securing financing.

Seller financing in business transactions, also known as owner financing or seller carryback, occurs when a business seller provides a loan to the buyer to cover part or all of the purchase price. Instead of the buyer securing a loan from a bank, they directly borrow from the seller and repay them over time, typically with interest. This method can be beneficial for both parties, especially when traditional financing is difficult to obtain or when the buyer has a strong business plan and a good history.

Yes. When you purchase a business’s inventory that will be resold (rather than used), you can prevent bulk-sales tax by completing Texas Comptroller Form 01-339, Sales and Use Tax Resale Certificate, at closing and giving a copy to the seller. The certificate affirms the inventory is for resale, shifts tax collection to your future retail sales, and must be retained in both parties’ records in case of Comptroller audit; without it, the seller is required to collect sales tax on the entire inventory value, and you could become jointly liable.

As a buyer, essential due diligence documents to collect include financial statements (income, balance sheets, cash flow) for at least three years, tax returns, credit reports, debt schedules, and internal control procedures. You should also request information about assets, liabilities, contracts, licenses, insurance, and environmental compliance. Additionally, review corporate documents like bylaws, organizational charts, and shareholder agreements

Yes, legal fees can often be rolled into an SBA 7(a) loan. They can be considered part of the overall financing costs and included in the loan amount. However, certain limitations apply, especially regarding the type of legal work and the fees incurred.

To minimize post-closing disputes, focus on clear agreements, thorough due diligence, and effective communication. A well-defined agreement with clear terms, particularly regarding representations and warranties, indemnities, and earn-out provisions, is crucial. Thorough due diligence helps identify and address potential issues before closing. Finally, establishing a clear dispute resolution process, such as mediation or arbitration, can streamline the process and reduce potential conflicts.