Deal terms, closing and handover
LOIs, asset vs stock, working capital, closing and the first 90 days.
- Asset purchase agreement: the sections a small business buyer should understandThe sections of an asset purchase agreement in plain English: assets, liabilities, price adjustments, reps and warranties, indemnity, closing conditions.
- Asset purchase vs stock purchase: which is better for a buyer?Asset purchase vs stock purchase when buying a small business: liabilities, taxes, contracts, licences and consents compared, and when each makes sense.
- Assuming debt when buying a businessShould you assume a seller's debt when buying a business? Payoffs at closing vs assumption, lender consent, equipment leases, and how debt affects price.
- Buying a business with a partner: roles, equity and the agreementHow to buy a business with a partner: splitting roles and equity, the operating agreement, SBA guarantee rules for 20% owners, and handling deadlock.
- Earnouts when buying a small business: how they work and when you can't use oneHow an earnout works when buying a business, why earnouts cause disputes, and why SBA 7(a) acquisition loans prohibit seller earnouts since Oct 2026.
- How to buy an LLC: membership interests or assets?How to buy an existing LLC: buying membership interests vs buying its assets, what comes with the entity, operating agreement consents and filings.
- Letter of intent to buy a business: what to put in itWhat goes in a letter of intent to buy a business: price, structure, diligence, exclusivity, financing and valuation contingencies, with a plain template.
- Non-compete when buying a business: what to ask the seller to signWhy a buyer needs the seller to sign a non-compete, how scope, length and geography are set, and why sale-of-business non-competes are treated differently.
- Representations and warranties in a business purchase: which ones matterWhich seller representations and warranties matter most when you buy a small business, how long they last, and how indemnity and holdbacks back them up.
- Seller transition period: getting the knowledge out of the seller's headHow long sellers stay after a business sale, what a good transition plan covers, how to pay for it, and the SBA's 24-month consulting limit.
- The closing process for buying a business, step by stepWhat happens at closing when you buy a business: final documents, lender conditions, funds flow, lease and licences, accounts and keys, in order.
- The first 90 days after buying a businessWhat to do in the first 90 days after buying a business: money and controls first, then people and customers, and which changes to hold off on.
- Working capital peg: how buyers protect themselves at closingWhat a working capital peg is, why small business buyers get hurt by working capital, how a peg and true-up work, with a worked example.