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Business Acquisition Lawyer in Miami, Florida
Business Acquisition Lawyer Miami
When you buy a business, you want the best legal advice. That way you make a fair purchase agreement without unfair clauses, and to receive the best value out of the deal. To find the best business acquisition lawyers in Miami, you need to know the process and what to expect in terms of legal advice.
Purchasing An Existing Business
As an owner or manager, you want to leverage your acquisitions. In the case of purchasing a business, you lack the guidance that comes with say operating a franchise. That means finding the financial and marketing strategies that work for you, and deciding how to change your strategies without a mentor or supervisor.
Purchasing an existing business has numerous benefits. For example, the business, physical location, employees, and customer base are already established. In the case of purchasing a business, you gain complete control over the operations and can apply your talents to optimizing revenue cycles. You also save on the startup costs and risk of entering a new field; an established LLC, partnership or corporation has already established itself in terms of finance and market share. That reduces the time investment needed to turn a profit.
Although the purchaser no longer risks the perils of starting a business himself, he or she should still carefully review the financial past of the business before taking any action. In order to do so, a purchaser should examine the following items:
Certified financial records:
Know the number of accounts receivable and payable that you must manage, as well as the cash flow. If your business runs out of cash, then you have to close the shop. Check the company credit card records to see if the business can leverage awards such as cashback and traveling miles.
Employee files and benefits:
See if the employee files can inform you about the best team players and how office politics will affect business operations. Find out the policy on healthcare, personal time and emergencies, and if they are compliant with Florida law.
Contracts:
Which agreements with partners and vendors do you have to honor? How much should you pay for cleaning services or food delivery? What are the expiration dates and times for renewal?
Past lawsuits:
Check to see potential past litigation; this could be from employment termination disagreements, quality control from customers, or moral hazard issues from operations. Sometimes a previous owner will sell a business to avoid handling these suits. Try to ensure that you have not inherited a white elephant project, with the term “white elephant” referring to an investment that incurs more costs than its worth.
Leases:
How much rent do you have to pay per month or per year? Do you have a fixed amount or need to budget for annual increases? What obligations do landlords have regarding repairs and maintenance?
Business Purchase Agreements in Florida
The state government in Florida requires a minimum of twenty-one documents to facilitate purchasing or selling a business. These include a non-disclosure agreement (NDA), engagement letter, purchase agreement, affidavit, resolutions, non-competes if the terms apply, letter of intent, promissory note, and security agreement. Having all of your papers in order will save legal trouble down the road.
In the state of Florida, you need to apply for an Employment Identification Number (EIN) for tax purposes. That way you pay your returns on a yearly or quarterly basis and ensure that your employees get appropriate deductions. You can receive FileForm SS-4 from your CPA or directly from the IRS website.
Your Miami Business Acquisition Attorney
Business acquisition comes in all types and sizes and can be a complicated process. Hiring a good lawyer is very important because they can have a great amount of input over the success, or lack of success, in purchasing a business. Our firm is able to anticipate challenges to proactively solve problems, from negotiations and due diligence to final closing.
Past lawsuits:
The Trembly Law Firm will help you finalize your business purchase by avoiding key issues that often arise. We dissect the fine print and include:
Preparing the documentation for the purchase
Defining the terms and conditions related to the purchase
Negotiating deals or contracts
Organizing your business and incorporation
Setting up any necessary entities
Without the proper legal care, purchasing an existing business can turn from a dream opportunity to a disaster. Consider the reasons why an owner may be willing to sell and identify their motives. Someone may try to offload a bad investment on you. They could have committed fraud and are trying to bury the details within a purchase.
You need a lawyer who has your best interests at heart. They will identify potential red flags and solidify a deal that is to your benefit.
Receive The Best South Florida Legal Counsel From Trembly Law
The Trembly Law Firm will assist you every step of the way, ensuring your business purchase is done properly. We are experienced with purchase agreements in various industries and are very familiar with the issues arising in the structuring and negotiating of such agreements.
Contact the Trembly Law Firm to assist you in purchasing your new business. Careful selection of the right lawyer to guide you through the process of buying a business is critical. Trust our years of experience to assist you.
The Benefits of Hiring a Miami Business Purchases Lawyer
When it comes to purchasing an existing business, there can be many benefits of hiring a qualified business lawyer. Purchasing a business can be a very involved, complex process. An experienced business lawyer can assist you as you prepare the necessary documentation, review financial information, ask and respond to questions with the seller, and so forth.
On this page, you will find a brief overview of the business purchase process as well a detailed explanation of the many things the lawyers at Trembly Law Firm can offer.
The Perks of Purchasing a Business
There can be many compelling reasons to purchase an established business. For one thing, when you purchase an existing business, you can avoid some of the costs and difficulties associated with starting a new business from scratch. An established business has already gone through the initial process of formation, brand development, employee recruitment, and so forth. Even in the best-case scenario, starting a new business is a very costly, labor-intensive project. If you start your own business, you will have to dedicate countless hours – and plenty of dollars – to building your brand, reputation, hiring the right people, and so forth. Purchasing an existing business provides something of a “shortcut” and enables you to pick up where someone else left off.
When you purchase an established company, you’ll be able to turn a profit much more quickly than you normally could by starting your own business. This by itself is attractive to many aspiring business owners. However, you also have to keep in mind that buying an existing business always carries certain risks, just as there are risks associated with starting your own business. There is always a possibility that the established business will fail to turn a profit after your acquire it. There is also the possibility that you might be mislead when it comes to the financials of the company prior to the acquisition. Even in the best circumstances, there are always risks. If you take certain precautionary measures, however, you can go a long way toward minimizing those risks.
Exercise Due Diligence before Buying a Business
Before you move forward with any business purchase, you need to exercise due diligence to make certain that the business you’re preparing to acquire is financially solid. You also need to confirm that all the representations which have been made regarding the condition of the business are accurate. The following are a few of the items you need to review in order to exercise due diligence:
Certified Financial Records: This is a no-brainer. Before you purchase any business, you need to carefully scrutinize that business’s certified financial records. You should review and analyze every piece of financial data you can obtain. Go over those records with the assistance of a lawyer and another consultant, such as a CPA or finance specialist. Carefully take note of the accounts receivable, payable, credit cards, liabilities and debts, business rewards programs, and so forth. The more research you do, the better position you will be in.
Employee Files & Benefits: Gather and review as much information as you can regarding employee performance, compensation, interoffice employee relationships, culture, morale, and so forth. Also be sure to carefully scrutinize everything related to employee benefits, such as healthcare, overtime, personal time, and so forth. You want to make sure that everything accords with Florida State law, and also prepare to make any necessary or desired adjustments.
Vendor Contracts: Conduct research on all existing and pending contracts and determine whether you should seek to renew or terminate them. Perhaps the company has an existing agreement with a particular vendor for cleaning services, but you’re aware of another vendor which would be a better fit. You need to familiarize yourself with all the existing contractual relationships of the business and decide where you stand toward them.
Legal History: Conduct research on any current or past litigation involving the company. If the company has been involved in lawsuits in the past, research the details to determine what those lawsuits say about the company, its culture and its financial condition. Was the company at fault? Was the litigation frivolous? The last you want is to acquire a company without realizing that you stand a good chance of being sued in the future due to past behavior.
Existing Leases: Does the company have existing leases? If so, what are your financial obligations and other obligations with respect to those leases? When do the leases end? Can they be renegotiated or renewed?
Florida State Business Purchase Requirements
The State of Florida requires a minimum number of documents to be produced in the course of any business purchase. These documents include a non-disclosure agreement, or NDA, letter of intent, purchase agreement, resolutions, security agreement, promissory notes, non-compete agreements if applicable, and others as well. Most aspiring business owners are not familiar with all the documentation required to complete a business purchase. This is another area in which a qualified business lawyer can create value. A business lawyer can help you understand and complete all the required documentation to ensure a smooth, by-the-numbers transaction.
Trembly Law Can Assist in Many Areas
The lawyers at Trembly Law have extensive experience in the area of business purchases and can assist in a variety of ways. As you can see, business purchases can become quite complex very quickly given all the information involved. The lawyers at Trembly Law can leverage their experience to help you identify potential pitfalls, take the right precautionary measures, and ultimately protect your investment.
More specifically, our lawyers can assist you with the following tasks:
Preparing all required documentation to complete your business purchase
Defining and negotiating the terms and conditions of the purchase
Negotiating and executing contracts related to the purchase
Developing a new organizational structure for your business
Establishing any additional entities
These are the primary areas in which our lawyers can assist you. If you decide to tackle any or all these tasks alone, the risks associated with the transaction increase dramatically. Business purchases already carry certain risks which are inherent in the process. Adding to these inherent risks will only decrease your chances of a successful transaction.
Contact a Top Miami Business Law Firm for Expert Counsel
- Preparing all required documentation to complete your business purchase
- Defining and negotiating the terms and conditions of the purchase
- Negotiating and executing contracts related to the purchase
- Developing a new organizational structure for your business
- Establishing any additional entities
The potential benefits are clear. Orchestrating a business acquisition without adequate legal counsel is not something any business professional would recommend. You need a qualified business lawyer to guide you through the process and prevent any unpleasant developments or surprises. Without adequate counsel, even an otherwise viable deal could become undesirable. Reach out to Trembly Law Firm today to learn more and get started on your business purchase journey.
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