Business Sale & Purchase Lawyer

Comprehensive Legal Support for Buying and Selling Businesses

At Evolution Tax & Legal, we specialize in providing expert legal services for business acquisitions, purchases, and sales. Our deep understanding of California tax laws, corporate law, and estate law allows us to offer unparalleled advice and transactional support to business owners and buyers, business brokers, and individuals with international interests.

Legal contracts play a critical role in structuring enforceable deals and minimizing exposure to significant risks and tax liabilities. Our team of domestic and international tax lawyers and corporate attorneys work tirelessly to ensure your business transactions are seamless, compliant, and strategically advantageous.

Legal Services for Buying a Business

Purchasing a business is a significant investment that requires a well-drafted business purchase agreement, careful planning, and expert guidance.

Our comprehensive suite of services is designed to support you through every step of the buying and selling process— from initial evaluation to the transferring of assets and final closing— ensuring your interests are protected and your transaction is successful.

Comprehensive Business Evaluations

We conduct an in-depth review of the target business, including financial statements, contracts, and legal compliance to identify potential risks and opportunities. This ensures you make informed decisions and negotiate from a position of strength.

Customized Purchase Agreements

Our team drafts and negotiates purchase agreements that cover all critical aspects of the transaction, such as purchase price, payment terms, and representations. These agreements are tailored to your specific needs, providing clarity and protection.

Strategic Tax Planning

We develop tax strategies to minimize your liabilities, considering federal, state, and international tax laws. Our goal is to optimize your tax position and ensure compliance, thereby maximizing the financial benefits of your acquisition.

Optimal Deal Structuring

We advise on the best structure for your transaction, whether it be an asset purchase, stock purchase, or another format for transferring a business entity. This helps maximize tax benefits and aligns with your overall business strategy.

Skilled Negotiation Support

Our experienced negotiators work to secure the best possible terms for your purchase. We focus on achieving favorable outcomes while maintaining a cooperative relationship with the seller to facilitate a smooth transaction.

Seamless Closing Assistance

We manage all aspects of the closing process, ensuring that all necessary documents are prepared and filed correctly. Our goal is to facilitate a smooth and efficient closing, minimizing disruptions to your new business operations.

Business Succession Planning

Planning for the future is essential when making a significant investment like purchasing a business. Our succession planning services help you ensure that your new business is protected for the long term. This includes creating strategies for the continuity of operations and safeguarding the business for your heirs. By considering succession planning early, you can secure your investment and provide peace of mind for you and your family.

Legal Services for Selling a Business

Selling a business is a significant transaction that requires careful planning and expert guidance. Our comprehensive suite of services is designed to support you through every step of the sale process, from preparation to post-closing, ensuring your interests are protected and your transaction is successful.

Tax Optimization and Planning

We provide strategic tax planning to minimize your tax liabilities from the sale, leveraging federal, state, and international tax laws to optimize your financial outcome. Our experienced business attorney will also analyze and present tax deferral strategies for clients, including strategies like Charitable Reminder Trusts (CRTs), Deferred Sales Trusts (DSTs), and Qualified Small Business Stock (QSBS) Exemptions.

Management of Business Law Implications

We expertly negotiate the terms of the sale, ensuring that your interests are protected and that the agreement reflects favorable terms, including:

• Establishing Transition Periods: Ensures smooth transfer of operations, management, and client relationships while setting clear objectives and milestones for both buyer and seller.  ​
• Indemnification Agreements: Protects parties from financial losses due to breaches of warranty, misrepresentations, or unforeseen liabilities arising from the transaction
• Hold Harmless Agreements: Ensures one party is not held liable for the actions of the other during the transition.​

Drafting and Review of Business Sale Agreements

Our business attorneys draft and meticulously review all sale agreements, including Business Purchase Agreements for buying an existing business, as well as ancillary documents, to ensure they are comprehensive and legally sound.

Estate Planning for Post-Sale Wealth

After the successful sale of your business, it is crucial to protect and manage your newfound wealth. Our estate planning services help you structure your finances to minimize tax liabilities, ensure your assets are protected, and plan for future generations. This comprehensive approach provides peace of mind and security for your financial legacy.

NOTE: Through 2025, the lifetime estate and gift tax exclusion amount is temporarily increased, allowing individuals to transfer more wealth free of federal estate tax.​ If you’re selling a business before this extension deadline, it’s imperative to build your estate plan and protect you and your heirs from millions in unnecessary estate taxes.

Why Partner with Evolution Tax & Legal?

At Evolution Tax & Legal, our law firm prides itself on having great relationships with reputable business brokers throughout California. Founded by a dually licensed CPA and attorney, our firm partners with business brokers, business owners, and purchasers alike, enhancing our client’s financial interests by structuring every deal for long-term profitability, tax efficiency, and minimal risk.

Small business owners are a significant part of our client base, and we understand their unique needs and challenges. And, as a small but highly experienced firm with decades of tax and corporate law experience, we offer elite expertise, personalized execution, and unparalleled accessibility for a fraction of the cost of Big 4 or Big Law.

Contact Us

Ready to buy or sell a business? Contact Evolution Tax & Legal today to schedule a consultation. Let us help you navigate the complexities of business transactions and achieve your goals with confidence.

Frequently Asked Questions

What are the potential legal risks in buying or selling a business?

Potential legal risks include undisclosed liabilities, intellectual property disputes, regulatory compliance issues, and breaches of contract. For sellers, risks involve potential litigation from buyers for misrepresentation or failure to disclose important information. For a prospective buyer, risks include inheriting unresolved legal issues and not thoroughly understanding existing contracts and obligations. Working with an attorney can help identify and mitigate these risks through thorough due diligence and careful review of all legal documents.

What are the tax implications for the buyer and seller in a Purchase Agreement?

The tax implications of a purchase agreement can be significant for both buyers and sellers. Sellers need to consider capital gains taxes, depreciation recapture, and potential state taxes. Buyers should understand the impact on income taxes, sales taxes, and potential tax benefits such as amortization of goodwill or other intangible assets. Consulting with a tax attorney is crucial to navigate these complexities and optimize tax outcomes for both parties.

How can an attorney assist with the due diligence process and ensuring a smooth transaction?

An attorney plays a vital role in the due diligence process by thoroughly reviewing financial records, legal compliance, existing contracts, and potential liabilities. They help ensure that the transaction terms are fair and legally sound, negotiate on behalf of the client, and address any legal issues that arise. Their expertise ensures a smooth transition of ownership, protects client interests, and helps avoid common pitfalls in business transactions.