Guide
Why Everyone Needs Their Own Attorney and CPA
Each party in a succession has different interests. Here is why each needs its own advisers, and what those advisers typically do.
In a sale, the owner wants the best terms for what they built, the buyer wants to know what they are paying for, and the person who will run the business wants a role they can succeed in. Those interests overlap, but they are not the same. An adviser who works for one side can't fully protect another.
What your attorney does
- Reads every document before you sign it and explains what it commits you to.
- Negotiates changes on your behalf.
- Checks what stays with you after the sale, such as past debts or claims.
- Reviews any promise not to compete, and how long and how far it reaches.
What your CPA does
- Explains how each payment you receive is taxed, for your situation.
- Reviews how the price is divided among the business's assets, which can change your taxes.
- Helps you plan your income for the years after the sale.
- Gets your books and tax returns ready for the buyer's review.
Choosing advisers
- Look for an attorney who handles business sales, not only wills or real estate.
- Ask your CPA whether they have worked on the sale of a business before.
- Bring both in early, before any terms are agreed.
- Ask each what they charge for a sale, and how they bill.
How Ojenta does it
- Required, not just recommended. The Seller, the Protege and the buying company each have their own attorney and their own CPA review the documents they sign. This can't be waived, and closing doesn't go ahead without it.
- Each side pays its own. You pay your own attorney and CPA, and never the buyer's costs.
- Templates, not advice. Ojenta provides templates for some of the common legal forms to help speed up the process, and your attorney and CPA may find them useful. Ojenta does not give legal or tax advice, so rely on your own counsel.
- Every deal is unique. Each deal is subject to negotiation and review by all parties. Sometimes negotiations stall over figures or legal clauses. No one should sign a deal they are not ready, willing and able to stand by.
- You share in the growth. You keep a share of the business's profit growth after the sale. Your CPA can explain how those payments are taxed for you.
In short
Every party has its own attorney and CPA, chosen and paid by that party. Bring yours in early.
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Guides are general information, not legal, tax or financial advice. Talk with your own attorney and CPA.