Business Transaction Types
Asset Purchase
Buy specific business assets without assuming all liabilities. Most common structure for small business acquisitions.
- Equipment, inventory, IP transfers
- Bulk Sale Act compliance
- UCC Article 6 notices
- Allocation of purchase price (338(h)(10))
Stock Purchase
Acquire company shares and assume all assets and liabilities. Simpler transfer but inherits all obligations.
- Corporate stock transfers
- Due diligence requirements
- Representations & warranties
- Indemnification provisions
M&A Transactions
Mergers, acquisitions, and complex business combinations requiring extensive due diligence and structuring.
- Letter of Intent (LOI)
- Due diligence checklists
- Definitive agreements
- Closing mechanics
Business Sale Tools & Calculators
🧮 Business Sale Tax Calculator
Calculate capital gains, depreciation recapture, and state taxes on your business sale. Our most popular tool.
📄 Stock Purchase Agreement
Generate a customized stock purchase agreement with standard representations and warranties.
📋 Bill of Sale Generator
Create a bill of sale for asset transfers with itemized inventory and equipment lists.
🔒 NDA Generator
Protect confidential information during due diligence with a customized NDA.
California Business Sale Requirements
Bulk Sale Act
California requires notice to creditors for asset sales exceeding $2M or sales of substantially all business assets. 12-day waiting period after notice.
Franchise Tax Board
FTB clearance may be required. Buyer can be liable for seller's unpaid taxes without proper clearance certificate.
Employment Matters
California WARN Act requires 60-day notice for mass layoffs. COBRA continuation, final pay rules, and PTO payout obligations.
Licenses & Permits
Many California licenses (liquor, cannabis, contractor) are non-transferable. Plan for new license applications in timeline.
Need Help with a Business Acquisition?
Schedule a consultation to discuss deal structure, tax implications, and due diligence requirements.
Schedule Consultation