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3. Acquisitions  

Due Diligence

Licenses and Permits

Most businesses need licenses and permits to operate. The type of license or permit you need depends on your industry and the state in which you are located. License and permit requirements also affect where you locate your business, how much you'll have to spend for remodeling and whether or not you'll have to provide off-street parking.

Zoning Requirements

It is important to check the zoning requirements for the area where you are acquiring your business. The zoning requirements may affect the type of business that you are intending to operate in a particular area. 

Environmental Concerns

If you are acquiring real property along with the acquisition of the business, it is important to check the environmental regulations in the area.


Strategy

Central Contractor Registration

The One Stop portal for contractor registration with the Federal Government, designed for the vendor community, small businesses, and federal agencies.

Getting Started

Learn about the Federal Procurement Process and how you may be able to market your goods or services to the federal government by taking SBA's online course.

Dun & Bradstreet Number

A D-U-N-S number is required for any business selling to the Federal Government. Apply for your D-U-N-S number online.

Frequently Asked Questions

SBA offers small businesses answers to frequently asked questions on government contracting. While doing business with government can be lucrative, the process can seem intimidating without a proper roadmap. The Small Business Advisor also provides answers to basic frequently asked questions, factual data, strategies and resources that enable small businesses to tap the federal marketplace.

SBA Assistance

The SBA works closely with other federal agencies and the nation's leading federal contractors to ensure that small businesses obtain a fair share of government contracts and subcontracts. Find out about the SBA's many programs designed to help small firms do business with the federal government.

Federal Acquisition Regulations (FAR)

The General Service Administration's FAR site can be a useful tool for contractors preparing to sell to the government. If you have trouble finding what you need on the site, contact the GSA for assistance .


Unfair Business Practices

Many businesses will do almost anything to gain an edge on the competition. Without a clear understanding of antitrust laws, the price of gaining customers may be losing a business. Antitrust laws make it illegal to conspire to restrain trade or commerce in any marketplace, regardless of size. While small businesses often fall victim to the unfair business practices of larger companies, they can be prosecuted for unfairly dominating markets localized in cities, towns, neighborhoods or niche industries.

  • Conspiring to Fix Market Prices
    Discussing prices with competitors, even if it affects a small marketplace, may be construed as a violation of antitrust law.
  • Price Discrimination
    Using dominant industry power to secure favorable product prices from buyers, even though such prices are unavailable to weaker companies in the same industry, is generally a violation of antitrust laws.
  • Conspiring to Boycott
    Conversations with other businesses regarding the potential boycott of another competitor or supplier may violate antitrust law.
  • Conspiring to Allocate Markets or Customers
    Agreements between competitors to divide up customers, territories or markets are illegal. This provision applies even when the competitors do not dominate the particular market or industry.
  • Monopolization
    Preserving a monopoly position through the acquisition of competitors, the exclusion of competitors to the given market, or the control of market prices are all in violation of antitrust laws.

Closing Checklist

It is important during the closing to make sure that you have legal counsel available to review all of the documentation necessary for the transfer of the business.

The following items should be addressed in a closing:

  • Adjust purchase price — This would take care of prorated items such as rent, utilities and inventory up to the time of closing.
  • Review documents required to be provided by the seller — This would a corporate resolution approving the sale, evidence that a corporation is in good standing, any tax releases that may be been promised by the seller. Check with your local department of corporations or secretary of state.
  • Signing promissory Note — In some cases the seller will carry back financing, so have an attorney review any Note documentation.
  • Security Agreements — These documents may be necessary if you are going to finance your purchase. A Security Agreement lists the assets that will be used for security as a promise for payment of the loan.
  • UCC Financing Statements — These documents are recorded with the Secretary of State in the State you have purchased your business. Again, these documents are necessary if you are going to finance your business.
  • Lease — If you have agreed to assume an existing lease, you will be required to execute the assumption. Make sure that you have the landlords concurrence to assumption of the lease. You may instead have negotiated a new lease with the landlord instead of assuming the existing lease.
  • Vehicles — If the purchase includes vehicles you may have to execute the transfer documents for the vehicles. You can check with your local department of motor vehicles to determine the correct procedure and necessary forms.
  • Bill of Sale — The bill of sale will be proof of the sale of the business and will transfer the ownership of the other tangible business assets not specifically transferred on their own.
  • Patents, trademarks and copyrights — May need to execute the necessary forms if part of the transaction.
  • Franchise — May have to execute franchise documents if the purchase of the business was a franchise
  • Closing or settlement sheet — The closing or settlement sheet will list all financial aspects of the transaction. Everything listed on the settlement should have been negotiated prior to the closing so there should be no surprises.
  • Covenant Not to Compete — It is a good idea to have the seller execute this agreement. This will help add to the success of your operation of the business without any interference from the previous owner
  • Consultation/Employment Agreement — If seller has agreed to remain on for a prior of time this documentation would be necessary.
  • Complete IRS Form 8594, Asset Acquisition Statement — This document will indicate how the purchase was allocated amount the various assets. Important for your tax return.
  • Bulk Sale Laws — Make sure that all bulk sale laws have been complied with in the transfer of the business assets.
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