should i have a lawyer when buying into a company r

Lawyers are needed for multiple reasons, but their greatest use when buying or selling a company is to ensure the entire dealing is valid, legitimate and legal. There are many factors of performing due diligence, and many of these center around researching the business being sold or purchased.

Full Answer

Do I need a real estate attorney when buying or selling?

Specifically, working with a business lawyer for business purchase comes with many benefits at this stage. A lawyer will know which questions to ask the current business owner, can review any legal documents to ensure that a purchase will not pose too large of a risk to the investor, and can use their prior experience in business purchases to tell the buyer when to avoid making a …

When should you hire a real estate lawyer?

Yes, it is highly beneficial to have legal representation when one is buying a business. A lawyer can help the buyer conduct due diligence, i.e., confirm whether the business is structured and is operating as it should be. In addition a lawyer can help ensure that the purchase and sale contract has appropriate provisions, such as those pertaining to:

How much does it cost to hire a real estate attorney?

When buying or selling a company, it is important to have experts to back up the owner during these transactions. A lawyer is needed for interactions, contracts, documentation and various transactions, but an accountant is necessary for the financial data, numbers and funds either being obtained or when buying a new business. Lawyers are needed for multiple reasons, but …

How do I find a good real estate lawyer?

Two reasons. First, you get a better tax treatment, since your "tax basis" in the assets will be the amount you paid for them, rather than the amount your seller paid for them long, long ago ...

What questions should you ask when buying a business?

Below are 10 questions you should ask yourself before buying a business.Why Do You Want to Buy This Business? ... How Will You Make Sure You Are Successful? ... How Much Capital Do I have Access to? ... How Much Is the Business Worth? ... Ask to Speak With the Current Owner. ... Ask to See the Business' Current Financial Statements.More items...•Aug 27, 2015

What you need when buying a business?

Here are some of the must-have documents when doing due diligence in the process of considering whether to buy a business:Business licenses and permits. ... Organizational paperwork and certificate of good standing. ... Zoning laws. ... Environmental regulations. ... Letter of intent. ... Contracts and leases. ... Business financials.More items...

What are the benefits of having a lawyer?

Benefits of being a lawyerVariety of career options. As a lawyer, you can choose from several career options in the both public and private sectors. ... Starting your own business. ... Lucrative career. ... Intellectual stimulation. ... Flexibility. ... Adaptable skills. ... Ability to help others. ... Work environment.More items...•Feb 28, 2021

Which of the following is a disadvantage of purchasing an existing business?

Consider these disadvantages: The business might need major improvements to old plant and equipment. You often need to invest a large amount up front, and will also have to budget for professional fees for solicitors and accountants. The business may be poorly located or badly managed, with low staff morale.Jun 22, 2016

How do you do due diligence when buying a business?

Due Diligence Checklist - What to Verify Before Buying a BusinessReview and verify all financial information. ... Review and verify the business structure and operations. ... Review and verify all material contracts. ... Review and verify all customer information. ... Review and verify all employee information.More items...

How do you determine if a business is worth buying?

Determining Your Business's Market ValueTally the value of assets. Add up the value of everything the business owns, including all equipment and inventory. ... Base it on revenue. How much does the business generate in annual sales? ... Use earnings multiples. ... Do a discounted cash-flow analysis. ... Go beyond financial formulas.

What are disadvantages of being a lawyer?

Disadvantages of Being an AttorneyLawyers often work long hours.You will often no longer have a life apart from work.Clients can be quite demanding.Working climate may be rather bad.You may get sued.Law school can cost a fortune.Digitalization is a threat to lawyers.More items...

How do you know a bad lawyer?

Signs of a Bad LawyerBad Communicators. Communication is normal to have questions about your case. ... Not Upfront and Honest About Billing. Your attorney needs to make money, and billing for their services is how they earn a living. ... Not Confident. ... Unprofessional. ... Not Empathetic or Compassionate to Your Needs. ... Disrespectful.Aug 19, 2020

Do I really need a lawyer?

While you don't necessarily need an attorney in every legal matter (i.e. a minor traffic ticket), there a few situations when it's in your best interest to hire a lawyer. Probably the best reason to hire an attorney is if you've been charged with a crime.

When should you not buy a business?

When Not to Buy a BusinessFrequent turnover. Be weary of a business that has been sold and resold several times within a short timeframe. ... Ambiguities in the contract. ... High-pressure sales techniques. ... Too much debt. ... Oddities on the balance sheet. ... The reason the seller is selling. ... Lots of promises. ... Reputation.More items...

What are three questions you should ask yourself before starting a new business?

17 Questions You Should Ask Yourself Before Starting A BusinessWhy do I want to start a business? ... Can this business idea make me money now and in the future? ... Who is my target audience for my business? ... Who are my competitors? ... What is your USP? ... How will I market my business? ... How will I price my products?More items...•Jul 29, 2020

What are 2 pros and 2 cons of starting a business?

The pros and cons of starting your own businessPRO: You can (finally) live your passion. ... CON: You need tonnes of self-motivation. ... PRO: You're the boss. ... CON: You're responsible for EVERYTHING. ... PRO: You can have a flexible work-life balance. ... CON: You might not always have consistency of pay.More items...

Why is it important to have an accountant?

A lawyer is needed for interactions, contracts, documentation and various transactions, but an accountant is necessary for the financial data, numbers and funds either being obtained or when buying a new business. ...

What is due diligence in business?

The employees, agreements in place, clients, business associations and numerous other processes need to be checked out . A lawyer drafts contracts that the buyer or seller needs to sign with the other owner.

Why do lawyers work for businesses?

When buying a business, the lawyer may have more work than when selling. This is to ensure that due diligence is performed and all factors are considered when purchasing the new company.

What is a lawyer contract?

A lawyer drafts contracts that the buyer or seller needs to sign with the other owner. These should have certain conditions to ensure the arrangement is beneficial, and when necessary, advantageous for both parties. When a company is accruing revenue, it is often necessary to have an accountant to keep the book up to date.

What does a lawyer do when selling a business?

When selling a business, a lawyer often works with other professionals to ascertain the value of the company, what assets and liabilities exist and how best to ensure this information appears in a positive manner to the potential buyer. This means explaining the structure, the layout, the files and figures and how employees ...

What does a business lawyer do?

The lawyer may need to contact state officials, file documents with certain agencies and obtain licenses when buying a new company. It is his or her job to protect the owner from litigation, liability and legal injury when buying or selling a company. With a business lawyer, it is possible to achieve success. Provided by HG.org.

What does an accountant do?

An accountant may assist in analyzing reports, statements and issues that may be complicated. This could all be negative or positive, and they may require the attention of the owner. The accountant has knowledge if equipment has been purchased or leased and other assets are on hand.

What is a letter of intent?

Also called a "term sheet," a letter of intent (or LOI) is a short, two- or three-page agreement between the buyer and seller of a business that spells out all the important terms and conditions of the sale. For example, it will include the purchase price, how and when the purchase price will be paid, the assets that will be sold to the buyer ...

How long does a landlord hold a security deposit?

Also find out if the landlord is holding a security deposit (usually two months' rent, but sometimes more). Your seller will probably want you to purchase his security deposit on top of the agreed-upon purchase price for the business assets.

Can a state tax authority come after you?

In many states, even if you buy a business's assets, the state tax authority can come after you if they find out the seller owed sales, use, payroll and other business taxes. If the seller has employees (other than himself), ask if he was using a payroll service, and make sure he's current in his employment tax payments.

What is a real estate lawyer?

A real estate lawyer is licensed to practice law and specializes in real estate transactions. A real estate lawyer is familiar with all aspects of the home purchase process and can represent buyers, sellers or lenders. In states where a lawyer is required to be present at closing, it’s possible that the lawyer is there solely to represent ...

What is closing on a home?

Closing. The moment you’ve been waiting for— closing on a home sale or purchase —often involves dozens of pages of legal documents to review. A lawyer can help both the seller and buyer navigate the review, which can be especially intimidating and confusing to a first-time homebuyer.

Can a lawyer draft a real estate contract?

Although real estate agents usually play a central role in preparing purchase contracts, a lawyer could provide a review of the purchase contract terms. What’s more, real estate agents are generally limited to filling out contract templates, rather than drafting them from scratch. For that reason, more complex contracts may need to be drafted by an attorney.

Can a buyer withdraw from a contract without penalty?

In some cases the buyer—if the contract allows it —could withdraw from the contract without penalty. Title. A title search is routine before a purchase, and might turn up a lien on the property you’re selling or buying, which a lawyer can help investigate. A lawyer also could help ensure the title insurance on your new home adequately protects you ...

Do you need a lawyer for real estate?

Some states require real estate lawyers to be part of the process, while attorneys are not used much, if at all, in other states. Here is a look at why hiring a lawyer might be a good idea—or not—from a buyer’s and seller’s perspectives.

Why is planning important?

Plans are important – they set expectations and help guide decisions. Proper planning is useful in spotting issues – things that weren’t expected may not be slight curveballs, they may be huge problems. So, plan, plan, and plan. However, don’t be so rigid that you miss opportunities or gloss over significant issues.

What do you need to buy a business?

To buy a business for the right price and make the whole deal work from a cost and profit (upside) perspective – for it to be more advantageous to buy than to build the business, you need knowledge and discipline. I can’t give you the discipline, although I can pass on some knowledge.

Who is Brett Cenkus?

Brett Cenkus is a business attorney with 18+ years experience based in Austin, Texas. He has worked with a variety of businesses and has clients throughout Texas as well as many technology clients throughout the United States. Brett is a Harvard Law graduate with a sharply seasoned mind and an entrepreneurial heart. As a founder of 6 companies himself, he is especially passionate about helping startups succeed. In 2016 Brett was named the winner in the Individual category for RecognizeGood’s Ethics in Business & Community Award. He offers businesses solutions that are in sync with their culture, goals and values. You can learn more about Brett by visiting the About page on this website.

Is M&A easy?

However, M&A isn’t simple.

What is M&A acquisition?

M&A acquirers, especially larger companies with formal M&A deal processes (companies who have done hundreds, if not thousands, of acquisitions and have large deal teams and specific workflow), often make the mistake of emphasizing process to the point where it becomes the only thing that matters.

Is M&A a simple process?

However, M&A isn’t simple. Lots of owner equity (shareholder value) has been lost with poor acquisitions – either choosing target acquisitions poorly or executing poorly (execution issues show up pre-closing in the process of getting the deal done, as well as post-closing during the M&A integration phase).

What is M&A in business?

Even though “M&A” stands for mergers and acquisitions , most M&A deals are acquisitions – a buyer purchases either the stock or the assets of a target selling company. Mergers are quite uncommon in the main street ($2 million or less) and lower-middle market (between $2 million and approximately $50 million) portion of the M&A market (although mergers are more common above $25 million or so). The amount of professional time – M&A attorneys, accountants, tax advisors, etc. — in getting a merger done right tends to not make much sense for smaller deals – professional advisors aren’t cheap. Well, good professional advisors aren’t cheap (there is that old saying that nothing is more expensive than a cheap lawyer). Plus, the reason for a merger is typically driven by taxation concerns and those concerns are more significant (more complex, at least) with larger deal sizes.

19 Reasons to Hire a Real Estate Lawyer When Buying or Selling Real Estate in Florida

1. Does the property have illegal additions or illegal improvements? Buyers need to know if local codes and state regulations have been followed, and if they haven’t, what to do about it (should the closing occur?).

What Should You Do?

If you are buying or selling a home in Florida, a good piece of advice is to speak with an experienced Florida real estate lawyer to learn about your rights, including those related to disclosures, inspections, and title insurance.

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Learn About the Business Finances

Step one in your due diligence is learning all you can about the financial condition of the business. Check out documents like the current balance sheet, profit and loss statements (past 5 years'), tax returns (for income, unemployment, and sales tax, for the past 5 years), audited financial statements, accounts payable and receivable, and more.

Inspect the Physical Assets

Your purchase may include physical assets such as equipment and inventory. Make sure the equipment is in good working order. Consider hiring an expert to check it for you. If some equipment is being leased, look at the terms of the lease and make sure you have the right to take it over.

Read the Lease

Most businesses occupy leased space. You need to get a copy of the lease and review it carefully. How long will the lease last? Will you have an option to renew? Are the terms and restrictions acceptable?

Check the Business's Legal Status

If the business is owned by a corporation or LLC, there are two scenarios. One is that you're buying the assets of the business. The other is that you're buying the business entity itself (which owns the assets). Buying the assets is usually the better option for the buyer.

Get the Owner's Guarantee

Even after you've carefully investigated the business, other surprises may be lurking. Have the current owner personally guarantee that the information you have is complete and accurate. You can put this in the purchase agreement under the heading, "Representations and Warranties."

Hold Back Some of the Purchase Price

Don't pay the full purchase price at closing. Arrange for at least part of it to be paid six months or a year down the road. That way, if you suffer a loss because the owner failed to disclose crucial information (a debt, for example, or a tax liability), you can deduct the money from what you owe.

What happens when you hire a lawyer?

When you hire a lawyer, your lawyer only works for you and will make sure your interests are protected. 4. There is a problem with the property or the deal. A lawyer can help you resolve some of the tougher, more technical issues that might come up.

Do I need a lawyer for a home sale?

If you have a good agent and things are running smoothly, you may not need a lawyer.

What to do if someone threatens to sue you?

You may also need legal advice if the property is involved in a foreclosure or other litigation, or if you get into a dispute with the buyer or seller. Always talk to a lawyer if someone threatens to sue you. 5. You are concerned about the tax consequences.

Do you need a lawyer for a real estate transaction?

1. State law requires you to use a lawyer. In some states, lawyers must be involved in certain aspects of a real estate transaction. In other states, lawyers are optional. 2. There is no real estate agent or broker involved. A “for sale by owner" deal can save you money on real estate commissions, but you still need someone to prepare ...

What can a lawyer do?

A lawyer can interpret and explain these rules, advise you on the feasibility of your plans, and help you structure the transaction and gain the approvals you will need to move forward. 7. Your instinct tells you to talk to a lawyer.

Can you deduct capital gains on a home?

If you are the seller, you could be liable for capital gains tax if the home has increased in value. If you are the buyer, you may be able to deduct mortgage interest, home office expenses, and some or all of your property tax. If you plan to rent the property, you will have to report your rental income and expenses on your taxes.

Can you change the exterior of your house?

You plan to change the exterior of the home. Your local government, historic district, or homeowners' association may have strict rules about what you can and can't do to the outside of your house. These rules can cover everything from teardowns to additions, to solar panels, to new paint colors.