Buying or selling a Utah business

Someone sends a short letter. Price, a few sentences, and a line that says it’s non-binding. Then everyone starts acting like the sale is done.

It usually isn’t. That letter still sets the price, what is included, how long you can’t talk to anyone else, and who pays if the deal dies. I read those lines before you sign them.

If you already signed, bring it anyway. I’d rather repair a letter than discover the problem in the purchase agreement three weeks later.

I represent the owner who is selling, or the person buying. One side. I don’t sit in the middle.

The work is the letter of intent, the questions that count as diligence, the purchase agreement, and the papers that actually transfer the thing at closing. Sometimes that thing is the company’s ownership. Sometimes it is the assets, and the company stays behind. Those are different deals. I will tell you which one you are in.

I work with your broker and your CPA. I don’t replace either of them. The broker knows the market. The CPA knows the tax. I know what the paper says you just promised.

A purchase agreement that says what is being sold, what is not, and what happens if a fact turns out to be wrong.

A list of the contracts, leases, and debts that have to move, or that the buyer is refusing to take.

A closing checklist. Who signs, what gets paid, and which consent you still need from a landlord, a lender, or the other owner.

If the company has more than one owner, the operating agreement and any buy-sell have to allow the sale. I read those before I tell you the deal can close.

There is no published price for a purchase or a sale. A coffee shop and a clinic are not the same file.

We talk for thirty minutes. I look at the letter, or at the fact that you don’t have one yet. Then I quote a flat fee for the work I can see. You know the number before I draft.

I don’t bill by the hour. If the deal grows, because someone adds a second location or a fight over a lease, I tell you before the scope changes.

Signing an exclusivity clause that locks you up for ninety days with a buyer who hasn’t shown they can pay.

Selling “the business” without saying whether the buyer gets the company, or only the equipment and the name.

Forgetting that your trust, your partner, or your landlord has to agree. The succession page is where I talk about the company and the estate plan as one file. The pricing page is where the published fees live. A sale is not one of them.