#544 The Tax & Legal Playbook To Buying Businesses Part 2

Main Street Business

In this episode of the Main Street Business Podcast, hosts Mark J. Kohler and Mat Sorensen reveal the key legal steps for buying a business, highlighting the differences between asset and stock purchases. They explain why an asset purchase agreement offers greater control, tax benefits, and protection through non-compete clauses, while exploring funding options from cash to SBA loans. With practical advice and insights, Mark & Mat emphasize the role of legal counsel in ensuring a smooth transition, reducing risks, and maximizing your investment.

Here are some of the highlights:

• Mark and Mat begin with a discussion of the two main contract options: asset purchase and stock purchase.
• Mark explains the tax benefits of an asset purchase, including the ability to allocate purchase price to different assets and immediate depreciation deductions.
• Outline of the key elements that should be included in the asset purchase agreement, such as a detailed list of assets included or excluded in the sale.
• The importance of funding options, including cash, SBA loans, and seller financing, and the need for a tight operating agreement if investors are involved.
• Mat breaks down the different funding options available for buying a business, including cash, SBA loans, and seller financing.
• The benefits of using an LLC or S corp for the new business entity and the importance of not buying the seller's existing entity.
• The steps involved in closing the deal, including signing the asset purchase agreement, issuing a bill of sale, and handling promissory notes and releases of liens.

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Розділи

1. Buying a Business (00:00:00)

2. Buying a Business - Agreement Details (00:12:12)

3. Structuring Business Entities and Partnerships (00:22:51)

4. Closing and Transition in Business Acquisition (00:32:35)