Our Business Formation and Planning FAQ

What are the options for an exit strategy? How can I protect my personal assets if my business is sued? What are the essential components of an employee contract? We answer questions like these and many more in our Frequently Asked Questions.

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  • What tax issues should I prepare for when selling?

    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.

  • What is “working capital” and why is it a closing adjustment?

    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.

  • What are “representations and warranties,” and why do they matter?

    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.

  • How do I know if I should sell my company’s assets or its stock/membership interests?

    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.

  • What documents should I have ready before meeting with a potential buyer?

    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.

  • When should I contact an attorney if I’m thinking about selling my business?

    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.

  • What’s the difference between an asset sale and a stock sale?

    In an asset sale, specific assets are sold and liabilities may be excluded. In a stock sale, the buyer purchases the entire company—including its obligations. Each has tax and legal implications. We’ll help you choose the best fit.

  • When is the right time to sell my business?

    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.

  • What is a Missouri Series LLC?

    Missouri law permits the formation of a limited liability company (LLC) that may then establish one or more series.

    Missouri law provides that an individual series is not liable for the debts or obligations of any other series of the LLC.

  • Do I need a stock certificate for my Missouri LLC?

    No. A Missouri limited liability company (LLC) does not issue stock certificates.

    The ownership of a limited liability company is reflected in the limited liability company operating agreement.