All Massachusetts corporations are required to file annual reports with the Secretary of State office. It’s simple to do, but failure to file can result in automatic dissolution of your corporation.
Very often, individuals looking to own and operate a business choose to purchase an existing business rather than create a new one. There are a variety of ways in which businesses can be purchased, the two most common being asset purchases and stock purchases. Depending on the type of business being purchased, the cost of the business, potential financing, and liability concerns, we are able to recommend the best approach for our clients. In an asset purchase agreement, an individual or group of individuals buys only the assets of an existing business. Any debts or other liabilities of the existing business are specifically excluded. Certain specific assets of the business might be excluded as well, at the request of either the buyer or the seller.
With a stock purchase, an individual or group of individuals purchases all or a controlling interest of the stock of an existing business from its current owners.
One important aspect of buying any business is to conduct proper due diligence. Before entering into any agreements, a buyer should be sure to review, among other aspects, the existing business’s licenses and permits, any zoning requirements or environmental issues, all current contracts and leases, its financial statements and tax returns, and current employment agreements. A potential buyer also should conduct a business valuation to determine an objectively reasonable value of the business based on comparable businesses of a similar type, size and location. There are different methods and models used to prepare such a valuation. We are able to guide you through this process.
Once the due diligence has been completed, we handle all aspects of agreement negotiation and drafting, the Closing, and any post-Closing follow-up that is required to ensure our clients begin their new venture on the right foot.
385 Concord Avenue
Belmont, MA 02478 (617) 484-6610
Fax: (617) 484-0035