Business Purchase & Sales Attorney in Houston, Texas 

If you’re looking to buy or sell a small business, you might be feeling overwhelmed. There are many factors to consider, including assets, liabilities, leases, licenses, trademarks, customer base, and profitability. Every deal needs to be properly pursued and structured to best protect the interests of both buyer and seller. There’s too much on the line to leave to chance. That’s why you need the help of an experienced business law and acquisition attorney who has overseen and advised small business sales. 

If you’re looking to buy or sell a small business in or around Houston, Texas, contact me at Deborah Hubbs, Attorney & Counselor at Law, PLLC. With more than two decades of experience in practicing law, I will customize your approach and work to protect your interests and safeguard your rights. My approach is a strategic one, based solely on finding a path forward for you and your business goals. I will stand by you throughout a sales or purchase agreement and beyond to help ensure your success. 

In addition to Houston, I proudly serve clients in Harris County, Montgomery County, and Fort Bend County, Texas. 

Types of Business Acquisitions 

Generally speaking, there are two avenues to acquiring another business. One is to purchase the assets—all or some—of the entity. This approach eliminates the acquisition of liabilities or assets you do not want to assume. You get just what you ask for. 

The other method is to buy the business. This can be done by outright purchase, through the assumption of the membership interests of a Limited Liability Company (LLC) or a share purchase of a corporation. When you do this type of purchase, you also assume all liabilities of the target business. 

An asset purchase is often the preferred route for most buyers. Sellers, however, may have their sights set on the outright purchase option, so they can walk away with cash in hand and face no further liabilities. 

Regardless of if you are a buyer or seller, having the oversight and guidance of an experienced business acquisition attorney is vital. There will no doubt be intensive negotiations involved in any sale or purchase, especially in Houston and surrounding areas of Texas. You need to make sure your rights and interests are covered from the beginning of the process until the closing of the deal. 

The Process of a Business Acquisition/Sale

A business sales transaction will typically begin with a letter of intent negotiated and agreed to by both buyer and seller. This will establish a timeline for everything going forward, allowing both parties to accomplish due diligence on the other party. In other words, the buyer will need to inspect the financial, tax, and other records of the seller going back five years at least (unless the business is newer). The buyer also needs to inspect the assets being purchased. 

On the other hand, the seller will need to verify the financial resources of the buyer, including any financial and tax records. If there is to be financing involved, the buyer must be assured that future payments will be met, or that an institution providing the financing has a solid track record. 

The letter of intent, though not a binding document, should also provide trigger points that can allow either buyer or seller to back out for specified reasons or conditions. These can come in addition to the overall timeline of the letter of intent. In other words, the deal can be terminated before the expected expiration of the letter of intent. 

Assuming that everything goes right with the letter of intent process and both buyer and seller are satisfied and willing to go forward, the next step is to proceed to a purchase agreement. The purchase agreement must include vital elements including purchase price, terms of payment, the date the deal will be concluded, confidentiality and licensing agreements, and other details. 

Except in rather small transactions, the closing should be entrusted to an escrow agent or company that specializes in small business transactions, and not real estate. 

Again, you as buyer or seller must be represented by an accomplished business acquisition attorney to protect your rights and interests not only in drafting the closing agreement but also in choosing a reputable escrow agency.