Buying a Business: Basic Rules
Instead of starting from scratch, you can usually find someone with a business who wants to sell. Buying an established enterprise may be more costly, but less risky, than starting a new one. There's a lot to be said for a proven idea and taking over an existing customer base and location.
No federal tax is due when you buy a business, but buyers do have tax concerns, including some you won't face if you start from the ground up. I am talking about:
- outstanding tax liabilities that you may acquire along with the business, and
- potential tax audits and bills for years before you took over the business.
Whether you want to acquire a service, retail, wholesale or manufacturing business, tax issues are remarkably similar. Once you understand them, you must ferret out any undisclosed problems. Since some tax problems may not be discoverable until it's too late, you'll need to take steps to protect yourself.
Get Professional Advice
Among the things to worry about when you buy an existing business: undisclosed debts, overstated earnings, poor employee relations, overvalued inventory and pending lawsuits, to name a few. Hidden liabilities can exist in all sorts of areas - from land contaminated with toxic chemicals, to accounts receivable that look solid but prove to be uncollectible, to inventory that's defective or dated.
A business-savvy attorney should be on your team for all but the smallest business acquisitions. A lawyer can represent you or just act as your coach. She can act as an escrow agent or recommend a company to handle the exchange of money for the enterprise you're acquiring. Some attorneys are not as familiar with the tax aspects of business transfers as they should be, so it may be a good idea to run the deal by a tax pro, too.
If you are buying a business for more than the value of its " hard" assets, consult with a business appraiser. It is preferable to find someone with experience in valuing businesses in the same industry.
The state, county or city where the business or its assets are located may impose a transfer tax on either the buyer or the seller. This is common whenever real estate changes owners. If the tax is on the seller, then your agreement should provide that it be paid out of escrow at closing. Be aware that if the seller doesn't pay, the taxing agency can usually come after you or the business assets.
Also, some states or localities impose taxes, such as annual personal property taxes, on business fixtures and equipment or on the business's inventory. Make sure that these types of taxes are not delinquent, or are paid at the time of closing; if they are not, you might inherit them.
Copyright 1999 nolo.com
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