Merging or acquiring a business can be complex and confusing without skilled legal counsel. Paul Maloof and his colleagues can provide everything you need to complete a successful transaction.
For acquisitions, we would guide you through the preparation of documents and procedures necessary, which would include:
- Preparing a comprehensive letter of intent including time for due diligence and a feasibility study
- Gathering necessary documentation such as tax returns, financial statements, accounts payable and receivable, current customers or clients, as well as a list of furniture and fixtures
- Preparing a bulk sales notice if the acquisition is for assets only
- 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 the seller has paid all taxes
For mergers, we would assist you in:
- Meeting jurisdictional requirements for documentation from the board of directors, shareholders or members for the approval of 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
- As applicable, 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.