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Signing a Contract

Legal & Contractual 

The following is an overview of the Legal & Contractual Documents that may be necessary during the sale or purchase of a company.  Certain documents may not apply to your particular situation.   Having a confidential organized inventory of the legal documents relevant to your company will facilitate and help minimize the due diligence period with prospective buyers

Preparing Your Company for Sale - Legal & Contractual Document Inventory

Company Organizational Documents

For C Corporations & S Corporations

Copies of Articles of Incorporation
Bylaws
Minutes of Meetings
Resolutions
Stock Books
Stock Transfer History
Owner Buy Sell Agreements

For Limited Liability Companies

Articles of Organization

Operating Agreement

Amendments to Operating Agreement

Owner Buy/Sell Agreements

State & Federal Licenses

Your business may require state or federal licensing.  Certain licenses are held by the business, (e.g. Liquor License) while other licenses may be held by individuals working within a company (Real Estate Brokerage, Insurance Licenses).  Make sure a plan is in place for license continuity or replacement. Have copies of your licenses available and the dates that the licenses come up for renewal.If your business is dependent on a license that is held by a particular employee that is a non-owner a plan needs to be in place for the continuation of the license should the employee’s employment status change. 

Contracts with Customers & Clients

Any forward contracts for customers or clients committing the company in the future or representing existing orders for the Company.Any contract defining a future relationship or commitment to pricing and services or goods.Existing contracts can also be annual pricing agreements, planned deliveries, or raw material orders.  

Contracts with Suppliers

Examples of Supplier or Vendor Contracts would be Pricing and Materials Contracts, Minimum order contracts.  For example a Dental practice would be the Contract with HMO’s/Insurance Companies.   For a manufacturer this could be an exclusive supplier agreement or minimum annual order agreement. 

Employee Contracts

Any contracts with employees from base contracts through executive level employee contracts and bonus agreements.   Employee contracts for key personnel and complete employee files are standard due diligence review points for virtually all business sales transactions. Employee Contracts may be integrated with Compensation, Bonus, Severance, Non Disclosure & Confidentiality Agreements all in a single document or the agreements may span several documents.  

Confidentiality Agreements/NDA Agreements

Any confidentiality agreements currently in place (think employees, representatives, professional advisors). In connection with prospects for a business, there generally will be Confidentiality & Non-Disclosure Agreement (NDA) entered into prior to disclosing information to prospective purchasers.

Real Estate Leases

The extent of existing commitments and the particular terms and conditions of leases can be a significant factor in a Company Sale.  Options to Purchase and Renewal terms can also be significant factors.  

Real Estate Deeds

The Deeds for owned Company property and any related documents such as Planned Unit Development, State and County Agreements, Tax Agreements, Easements and other use agreements.  

Loan Agreements

Any company loan agreements such as property loans, equipment loans, car loans, operating capital loans, seasonal lines of credit, pledged receivables.  Deciding which loan agreements make sense to remain with the company and which get redeemed prior to a closing is usually a key discussion point in Purchase and Sales Transactions. 

Mortgages & Security Agreements

Mortgages and Security Agreements are the documents that pledge certain assets as collateral for loans. A business can own property, represented by the Deed, that has a loan agreement associated with the property and a Mortgage Agreement pledging the property as collateral to secure the repayment of the loan.   Deciding which property is included in a sale, or will be made available through an owner held lease or purchase option agreement can be significant in the Purchase or Sale of a Company. 

UCC Filings 

​are filings in the public record, similar to mortgages for real estate, pledging certain assets as collateral for loans.  An example would be a UCC lien on a equipment or accounts receivable.  

Company Policies and Handbooks

The company’s published handbook or policies and procedures should be up to date and the process for confirming employees are aware of the policies should be documented

Patents & Trademarks

If a company has valuable patents or trademarks these files should be available. 

Litigation

If the company has been a party to litigation either in the past or currently, confidential summaries of the litigation should be made available. Care needs to be taken to preserve Attorney Client Confidentiality in sharing litigation materials and information.

Insurance Agreements

Copies of all insurance agreements and claims histories should also be prepared. This includes real estate, auto, general liability, Errors and Omissions and other policies.  

In all legal and contractual agreements care needs to be taken to examine transferability, pricing and monetary clauses, procedures for modifying terms, termination and renewal dates

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