Planning to Sell or Transition Out of Your Business

The tax treatment depends on whether you sell assets or equity, how goodwill is allocated, and whether you qualify for special provisions like IRC §1202 (Qualified Small Business Stock). As tax attorneys, we integrate your sale strategy with your estate and wealth plan to minimize taxes now and later.

Working capital ensures the business has enough cash and inventory to operate after closing. We’ll help calculate the correct target and prevent the buyer from manipulating the formula in their favor.

Missouri business sale lawyer explains how representations and warranties affect post-closing risk and how to protect yourself.

These are factual statements you make about your business’s condition. If any turn out to be inaccurate, the buyer can make a claim against you. We carefully review and negotiate these provisions to limit post-closing risk.

That depends on tax and liability factors. Buyers often prefer asset purchases to avoid past liabilities, while sellers typically prefer stock or membership interest sales to benefit from capital gains treatment. We’ll help you evaluate both structures and negotiate terms that protect your after-tax proceeds.

Buyers expect to see:

• Your organizational documents (Articles, Operating Agreement, Bylaws)

• Financial statements and tax returns for at least 3 years

• Key contracts (leases, customer, vendor, and employment agreements)

• Intellectual property registrations and permits
  We’ll help you organize these into a professional due diligence package.

Ideally, 12 to 24 months before you sell. Early legal planning allows time to clean up corporate records, resolve ownership or liability issues, and structure the sale for the best tax outcome. The earlier we’re involved, the more leverage you have when negotiating with buyers.

It depends on the structure of the sale and your transition plan. We'll help you navigate employment law issues and structure agreements that are fair, compliant, and clear for all parties.

The structure of your sale impacts capital gains taxes, depreciation recapture, and more. We coordinate with your CPA or tax advisor to help you create the most tax-efficient exit.

Absolutely. A business sale is a major transaction with binding legal consequences. From structuring the deal to drafting contracts and minimizing post-sale liability, legal guidance protects your interests and prevents costly mistakes.

The best time to sell depends on your personal goals, business performance, and market conditions. Ideally, you should start planning 6–24 months in advance to maximize value and minimize risk.