Main Street Business

#544 The Tax & Legal Playbook To Buying Businesses Part 2


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Nov 14 2024 36 mins   29
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In this episode of the Main Street Business Podcast, hosts Mark J. Kohler and Mat Sorensen reveal the key legal steps for buying a business, highlighting the differences between asset and stock purchases. They explain why an asset purchase agreement offers greater control, tax benefits, and protection through non-compete clauses, while exploring funding options from cash to SBA loans. With practical advice and insights, Mark & Mat emphasize the role of legal counsel in ensuring a smooth transition, reducing risks, and maximizing your investment.

Here are some of the highlights:

  • Mark and Mat begin with a discussion of the two main contract options: asset purchase and stock purchase.
  • Mark explains the tax benefits of an asset purchase, including the ability to allocate purchase price to different assets and immediate depreciation deductions.
  • Outline of the key elements that should be included in the asset purchase agreement, such as a detailed list of assets included or excluded in the sale.
  • The importance of funding options, including cash, SBA loans, and seller financing, and the need for a tight operating agreement if investors are involved.
  • Mat breaks down the different funding options available for buying a business, including cash, SBA loans, and seller financing.
  • The benefits of using an LLC or S corp for the new business entity and the importance of not buying the seller's existing entity.
  • The steps involved in closing the deal, including signing the asset purchase agreement, issuing a bill of sale, and handling promissory notes and releases of liens.
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