Closure is the event in which the business changes ownership, as stipulated in the agreement. This means that the seller and buyer must be sure that each commitment of the other has been duly fulfilled in advance. If the buyer receives an imputation agreement from one or more of the seller`s contractors, this must be appropriate in time and geographically to be applicable. The buyer often wants the seller to be subject to such a contract. If a broker is involved, a commission is due. Be sure that it will be paid or addressed differently. Check the sales invoice to transfer personal property and make sure all items are included and clearly identified. Goods transferred by sales invoice may include inventory, machinery, equipment, office furniture, inventory and good corporatist. A general guarantee for acquired real estate should be exported and registered to transfer real estate. Check out the owner`s title policy for the buyer. The seller should consider obtaining the borrower`s policy if the seller funds part of the property. If the buyer supports the existing lease, make sure that all necessary consents are available. When vehicles are purchased, make sure the securities are transferred to the buyer.
Company representatives and spouses should guarantee all guarantees, representations and contracts. This is not always possible, but sellers should ask for it and consider a more advantageous offer if they do not receive it. When the seller finances part of the transaction, the buyer and spouse may be required to personally guarantee payment, especially if another guarantee is not sufficient. Sellers should be assured of perfecting the right to pledge to real estate if the seller`s financing is involved. This is done by submitting a UCC I funding statement form to your local and public authorities. Obtain the necessary formal agreement from shareholders and the agreement of the company`s director or the agreement of partners when a partnership or joint venture is a seller, when the bulk of all assets are sold. The seller should also receive certified copies of the buyer`s proper decisions. Buyers should carefully review company documents and pay particular attention to the following: – statutes – protocols – statutes – share certificates. Buyers and sellers (if installed) should have a good quality certificate for the other party. These should be requested from the relevant National Office approximately one to two weeks before closing.
If the transaction is in trust, prepare the detailed trust agreement with clear instructions. For the payment of trust fees. The seller can go to the checkout or the certified examination to find out if the money should be paid by the buyer at the time of closing. The buyer should try to keep (or finance) part of the price in order to offer protection against potential claims. The buyer should consider withholding a sufficient amount to cover sales taxes (as well as interest and penalties) that may be payable by the seller until the seller provides proof of payment from the revenue department.