F. Paul Maloof, Esquire
A partner with Redmon, Peyton & Braswell LLP
Learn about business mergers and acquisitions
Three lawyers within our firm have many years of experience with business mergers and acquisitions. We would be pleased to confer with you and discuss your needs when you begin this type of process.
Here are some of the general requirements and items that you need to consider in the case of an acquisition.
- Preparing a letter of intent that includes a right to have a CPA perform a due diligence investigation
- Allowing a feasibility study period during which the purchaser can personally see how the business functions and determine if the business can remain profitable after the purchase
- Gathering documentation that may include three prior years tax returns, a list of current customers or clients, a printout of the last three years' financial statements, a printout of accounts payable and accounts receivable, a list of furniture and fixtures, and a list of creditors who have current balances due to the seller
- Preparing a bulk sales notice if the acquisition is for assets only and not a purchase of stock, which would involve the purchase of assets and the assumption of liabilities
- Receiving a valuation of the purchase price, of any goodwill, of any covenant not to compete and of any leasehold
- Contacting the IRS and the state department of taxation for a verification that all taxes, such as sales and use tax, payroll taxes and personal property taxes, are current.
And here are some of the general requirements and items that you need to consider in the case of a merger:
- Meeting jurisdictional requirements for documentation from the board of directors, shareholders or members for the approval of the merger (typical documentation is a special meeting of each group, and resolutions that authorize and approve the merger)
- Preparing the Articles of Merger for the surviving company and Articles of Merger for the company that will no longer exist
- Determining whether the surviving company will transact business in more than one jurisdiction and, if so, filing an application for authority to transact business in those foreign jurisdictions
- Applying for a federal tax identification number for the surviving company and registering for a state tax identification number for sales and use taxes, payroll taxes, unemployment compensation taxes, etc.
- Notifying all insurance carriers and landlords about the surviving company resulting from the merger.
Let us help you. We have extensive experience in business merger and acquisitions and business law.
F. Paul Maloof
510 King St., Suite 301
Alexandria, VA
22314-3132
Tel: 703-684-2000 Ext. 54