Personal Injury Attorney








Certified Civil Trial Attorney New Jersey










Compensation For Surgery
    Buying and Selling a Business
John Morelli New Jersey Attorney


Injury Law Firm

        It is important to remember that there are many pitfalls in the buying or selling of a business. Most states have requirements to obtain a tax clearance certificate to insure that all applicable taxes have been paid up to date, particularly state sales taxes. If a Buyer does not make sure that the Seller has received a state tax clearance certificate, the Buyer may be responsible for those taxes.

Getting a contract in place prior to the transaction which covers all areas of the transaction will solve and eliminate many future problems. From the Buyer’s respective, there are many advantages to structuring the purchase of the business as an asset purchase rather than a transfer of corporate stock. By transferring corporate stock, all of the liabilities of the corporation are transferred along with all its assets. The Buyer than assumes any problems that the corporation had previously as well as any tax liabilities. By purchasing only the assets of the corporation, the Buyer is not left with the assumption of all corporate obligations as well as the corporation’s debt.

In addition, it is important to specify just what assets are being sold and what assets are being retained by the Seller. Is the Seller transferring all of it’s account receivable? These and many other issues must be addressed in a comprehensive agreement of sale.

John Morelli has extensive experience in business transfers over the past 28 years. He has negotiated and successfully completed transfers of businesses worth tens of millions of dollars, as well as transfers of small family owned business. Whether the transfer involves many millions of dollars or a small “mom and pop” family business, the protection of you, the client, is foremost. It is critical that the transaction be structured so that the business can succeed after its sale and that the Seller receive the purchase price that it is due.

Each transaction poses unique problems and must be addressed on an individual basis. For a consultation concerning the purchase or sale of a business, or business entity, contact our offices to arrange for an appointment. Our office will provide for a 15 minute free telephone conference to determine preliminary issues of suitability and transferability prior to our meeting with the client.







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