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A Business Owner Would Like to Sell Her Business and Needs Assistance in Drafting a Stock Purchase Agreement.

If you’re selling your small Florida business, chances are that you’ll need a stock purchase agreement for the transaction. This agreement is structured to protect you and the buyer by:

Laying out the precise terms of the agreement.
Specifying when and where the transaction takes place.
Listing the number of shares being sold and how they will be transferred to the buyer.
Identifying the par value of each share, as well as any escrow requirements or price adjustments.
Any warranties made by the buyer or seller. In general, these will address the accuracy of financial statements, taxes, existence and condition of significant contracts, physical and material assets, potential legal claims or regulatory liabilities, and the sufficiency of intangible assets, such as intellectual property, accounts receivable, and employee contracts and benefits.
Any warranties made by the buyer or seller. In general, these will address the accuracy of financial statements, taxes, existence and condition of significant contracts, physical and material assets, potential legal claims or regulatory liabilities, and the sufficiency of intangible assets, such as intellectual property, accounts receivable, and employee contracts and benefits.
Clarifying which liabilities the buyer will assume. In many cases, they will not take on certain liabilities until the agreement is finalized.
Itemizing closing conditions that must be met or waived before the agreement is finalized.

Obtaining legal counsel from a mergers and acquisitions attorney can ensure that the agreement process goes smoothly and that all parties are satisfied. At the Florida Small Business Center, we have the experience and qualifications you need to draft, negotiate, and finalize a stock purchase agreement that leads to a successful transaction.

How is a Stock Purchase Agreement Different From an Asset Purchase Agreement?

Although they are both used to sell a business, stock and asset purchase agreements are two different contracts.

Generally speaking, a stock purchase agreement gives the buyer full ownership of the company through the transfer of stock while an asset purchase agreement only transfers business operations through the purchase of major assets. Below is an overview of some other key differences:

Transfers: Stock purchase agreements (SPAs) do not transfer company assets, only control of the company itself. Asset purchase agreements (APAs) deal with asset transfer.
Taxes: Tax-wise, APAs may tend to be more advantageous for buyers while sellers pay regular taxes. With an SPA, you as the seller may realize a bigger tax advantage while the buyer may end up paying a higher tax amount. Please check with your CPA or Tax advisor.
Liabilities: APAs can be structured to exclude liabilities while an SPA can potentially transfer more company liabilities to the buyer.

A Florida small business attorney can explain the differences between the two documents and advise you on which one may be more appropriate for the transaction.

Get Experienced Legal Assistance with Your Stock Purchase Agreement

A stock purchase agreement is a complex, yet often-used tool used to help business owners buy new companies. If you are selling your company, the Florida Small Business Center can use its knowledge of mergers and acquisitions law to draft and negotiate a valid contact for stock purchase sales. We’re here to help your transaction succeed, so for more information or to schedule a consultation with an attorney, call 1-866-842-5202.