Which Rational Unicorn Attorney are you working with for this project?
Lindy Laurence
Lisa Thorsson
Nicole Hetz
Sunny Kakwani
Joe Anderson
Jay Smith
Your Name
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First Name
Last Name
Email
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Phone
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Are you the buyer or the seller?
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Your Side: Is the business you are selling or buying owned by an individual or by an entity (ie. LLC, corporation, etc)? Are there or will there be multiple owners?
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Your Side: Do you have a signed operating/partnership operating agreement or bylaws (if a corporation)? Explain.
In what state is the business located?
Term Sheet/Letter of Intent (LOI): Have you and the other side discussed material terms and/or have a signed LOI?
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List any terms that have been agreed upon.
Timeline: Have you established a due diligence and/or closing timeline?
Other Side: Who is the other party involved in this business sale? Do you know if they are purchasing as a person or as a business entity (LLC/ corporation)?
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If multiple people, list. Please provide name of person and/or entity, mailing address, email address, and any other useful contact information.
Other Side: Does the other side have representation? Such as: an attorney, a broker, a financial advisor, etc
Has the company ever issued any stock certificates or LLC membership interest units?
Are you buying/selling only physical assets such as inventory and equipment or the shares/LLC membership units of the whole company (including goodwill and reputation)?
Essentialls, is this an asset sale or a stock sale?
Purchase price allocation: If it’s a stock/LLC sale, have you discussed and agreed upon the purchase price allocation between hard assets (that can be depreciated) and goodwill?
What types of physical assets will be distributed in the sale? (ie. physical items like furniture, inventory, property like buildings or land)
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What types of intangible assets will be distributed in the sale? Specifically including: domain names, social media accounts, branding or course materials, licenses. Are you using any open source licenses?
What types of intellectual property assets will be distributed in the sale? (ie. protected intellectual property like trademarked brands, copyrights, patents held by the business)
Does the business hold any licenses? If transferrable, are these included in the sale?
Could include Liquor licenses, state or city permits, industry or profession specific licenses, or others essential to the business.
How will this sale be paid for? Cash? Bank loan? Seller backed financing? Some combination?
If Seller will hold the note (seller’s financing), have you agreed upon the loan terms (i.e. principal, interest, loan term, payment installments, security)? How much cash, if any, when signing or at closing?
Liabilities: That you know of, does the business hold debts such as credit card balances, outstanding loans, or other related liabilities?
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Does the business have any known past, prior, or pending liens or lawsuits? Disclose anything known here.
an SBA loan could be an example of something with a lien attached.
Does the business have income from clients that will come in during the sale process which will have to be distributed to the seller and buyer as agreed?
Is the business tied to a commercial lease that is owned or leased by the present owner or owner's entity? If there is a lease, how much of the lease is left/when does it renew? Have you reviewed the lease regarding assignment and/or contacted the Landlord?
Tell us about any open & active contracts. For example, vendor contracts, government contracts, grants, are there employees or contractors?
Are there any contingencies we need to know about?
For example, the agreement could be contingent on the other party securing a loan or a commercial lease space.
Will the buyer take possession immediately after signing the contract or will there be an executed agreement with possession occuring at a later date?
Will the seller support the buyer with training and other business operations for a period of time after closing?
Is there any other information we should know?
Please send any attachments to your attorney via email if you have not yet.
This may include terms, prior communications, open/active contracts held by the business, IP, etc.
