Promissory Note - Should a seller chose to finance a portion of the purchase price or become a "lender," we can prepare a Promissory Note. This document is an agreement whereby the Debtor, usually the Buyer, agrees to make payments under specific terms and conditions over a predetermined time period. A Security Agreement is usually executed in conjunction with a Promissory Note, and in many instances a Personal Guaranty if the Debtor is a Corporation or other entity.
Security Agreement - A Security Agreement grants the Secured Party, which is usually the Seller, a Lien or Security Interest in the assets of the business, until such time as the loan is paid in full. This could be compared to "mortgage" or "deed of trust" that many individuals have on their home. However, the Security Agreement is not a recorded document filed with the County Recorder, as a deed would be.
UCC-1 Financing Statement - After the closing of an escrow, this document is filed with the Secretary of State on behalf of the Secured Party to record a security interest on the business assets until the Promissory Note is paid in full.
Bill of Sale & Exhibit - We will draft this individual document which will legally convey all rights, title and interest into the specific assets listed (such as equipment, fixtures, and furniture) to the Buyer as agreed in the Purchase Agreement and mutual understanding between parties.
UCC Lien & Federal Tax Lien Search - We conduct searches for recorded liens against the business in general or against any specific assets which are being conveyed. Should any Secured Party or Lien Holder be found, we will make sure the Security Interest is released upon Payment of the debt or obligation.
Verification of Business License - For the business being sold, we will confirm with the municipality in which the business is located the "legal operation" and the current owners of record for the business license. Most municipalities will not transfer an existing business license or grant a new license if the application is lacking the proper documentation or does not historically coincide with public record.
Nevada Department of Taxation - Because the Buyer can be held liable for any tax liability incurred by the current or even previous owners, we will request and obtain information on any such liabilities which may exist against the business. In addition we will pay off any tax liabilities, from the Seller proceeds, to assure that there will be no future audits on the existing business. The request itself, once obtained, protects the Buyer from, and insures the Seller is responsible for, any tax liability incurred before the business transfer is finalized.
Landlord Approval - When leased premises are involved for the operation of the business, and as needed by the Buyer and/or Seller, we will work with the existing Landlord to obtain any related Lease Assignment documentation (such as the Lease Assignment Approval).