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counsel needed to sell alarm business / forming new entity and needing contracts
May 23, 2017
counsel needed to sell alarm business
    I am selling my company to another local company in my town.  Not having been a part of a acquisition before I will need legal counsel to help me through this.  Does the seller provide the purchase agreement or the buyer?  I am sure there must be contract work from both sides.  If you would be able to assist in this I would be greatly appreciative.
name withheld
    Like selling your house, for most people, the sale of your business is a one time event of great personal expense, both emotionally and financially.  As a matter of fact the only other single life significant event that  you experience only once, and one you don't really don't need to assist with, is the probate of your estate.  But's let's talk about selling your business, something you are around for and can assist with.
    Custom and practice dictates that the buyer gets to prepare and present the purchase agreement in a commercial business transaction.  That, by the way, is contrary to the custom and practice in a house sale; then the seller prepares the contract.  This is an important issue because the party that gets to prepare the contract, if done correctly, gets to set the agenda for the sale terms.
    Even if you were foolish enough to commit to a Letter of Intent, the terms in the sales agreement are likely to be far more detailed and will address matters not considered in the Letter of Intent.  If you are the one drafting the contract and carefully reviewing the terms before the proposed agreement is presented to the other side, you get to include all of the terms you think appropriate.  A fairly drafted agreement will make for a smoother transaction.  A lot of time can be wasted when a contract is drafted by someone not familiar with the industry, in your case, alarm industry. Also, not all attorneys are fair minded and too many don't know the difference.  
    Anyway, I drift from the topic at hand.  Yes, I can assist in the sale of your business.  If your buyer doesn't mind then get the go ahead for me to draft the sales agreement.  It will be fair and we will be able to work with it.  Alternative, you could ask the buyer to let me talk to the buyer's attorney before the contract is drafted so we can hopefully avoid issues that don't need to be issues.
    Don't try doing the agreement on your own, or with your broker or your accountant.  If you do you're more likely to need my litigation talents than transactional skills. 
forming new entity and needing contracts
    Love your emails.   I'm getting ready to form a new startup security alarm company with a business partner and  I was wondering if you had any contracts in regards to LLP. 
    We also will be using for the home automation and  CMS for monitoring.Do you think we need to have contracts for both companies? 
We are also looking to do A/V,cloud surveillance, pbx and home networking  etc installation / integration / monitoring as well.  What contracts do we need to for commercial and residential services?  Thanks so much. 
Kind Regards
    By LLP agreement do you mean operating agreement?  I suggest you not form the LLP and that you form a subchapter S corp if you need an entity.  We have contracts on our order form page for all the business you intend to conduct.  The Commercial All in OneResidential All in OneDisclaimer Notice and rider are what you need.  If you want to do home automation without any security equipment get the Home Automation and Integration Contract too.  For assistance you can call our Contract Administrator Eileen Wagda at 516 747 6700 x 312


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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
516 747 6700
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