Sale of Business

Sale of Business Attorneys: Guiding You Through Complex Transactions in New York

Selling a business in New York involves more than just signing a contract—it requires careful planning, strategic negotiation, and legal precision. Whether you’re selling a small family-owned company or a multi-million-dollar enterprise, the attorneys at Held & Hines LLP are here to protect your interests and guide you through every step of the process.

Our experienced business attorneys provide comprehensive legal support for owners looking to sell all or part of their business, ensuring that your transaction is secure, compliant, and positioned for success. With offices in Manhattan and Brooklyn, we serve clients across New York City and throughout the state.

What’s Involved in Selling a Business?

Selling a business involves both legal and financial complexity. Every transaction is different and must be tailored to your business type, industry, and goals. At Held & Hines LLP, we handle all legal aspects of the sale, including:

Drafting and reviewing Letters of Intent (LOIs)
Negotiating Asset Purchase Agreements (APAs) or Stock Purchase Agreements (SPAs)
Conducting or responding to due diligence
Addressing existing contracts, leases, and liabilities
Managing employee transitions and benefit plans
Ensuring compliance with state and federal regulations
Facilitating license transfers, including liquor, tobacco, and professional licenses

Our goal is to structure the deal in a way that protects you from future liability, maximizes your return, and helps you exit the business on favorable terms.

Asset Sale vs. Stock Sale: Key Differences

One of the first decisions in a business sale is whether to structure the deal as an asset sale or a stock sale. Each structure has different tax implications, legal risks, and benefits.

Asset Sale:
In an asset sale, the buyer purchases specific assets and liabilities of the business. This is the most common structure for small to mid-size businesses.

Advantages for the Seller:

Retain control over excluded liabilities
More flexibility in negotiating which assets are transferred

Risks:

May require renegotiation of contracts and leases
More complex allocation of purchase price for tax purposes

Stock Sale (or Membership Interest Sale):

In a stock sale, the buyer purchases ownership shares or membership interests in the company, acquiring it “as-is.”

Advantages:

Simpler for sellers—fewer changes to contracts, licenses, and operations
Typically fewer post-sale obligations for the seller

Risks:

Buyer assumes all liabilities of the business
Heavier focus on representations, warranties, and indemnifications

Our attorneys will help you choose the right structure based on your specific business goals and legal needs.

Due Diligence and Risk Mitigation

Before a sale is finalized, the buyer will conduct due diligence to review the business’s finances, legal documents, and operations. As the seller, you must be prepared to:

Provide corporate records, tax filings, and financial statements
Disclose pending litigation, regulatory issues, and liabilities
Review and explain contracts with customers, vendors, and employees
Address intellectual property ownership and protection

We help sellers organize and present this information in a way that builds trust with buyers while protecting confidential and sensitive business data.

Taxes and Legal Liabilities After the Sale

Selling a business can trigger significant tax consequences, including capital gains tax, sales tax on tangible assets, and possible transfer taxes. We work closely with your accountant or tax advisor to help minimize your tax exposure.

Additionally, sellers may remain exposed to legal liabilities after the sale, particularly if the agreement includes representations and warranties or indemnification clauses. At Held & Hines LLP, we negotiate these terms carefully to shield you from unnecessary future risk.

Speak With a New York Business Sale Attorney

Selling your business is a major milestone—one that should be managed with confidence and clarity. The attorneys at Held & Hines LLP provide trusted legal counsel to business owners across New York, ensuring that each sale is handled smoothly, lawfully, and with your financial interests protected.

Whether you are just starting to think about a sale or are already in negotiations, contact us today to learn how we can help you close your deal successfully.

Selling a Business in New York

Do I need an attorney to sell my business?

Yes. An attorney ensures the transaction complies with New York law, protects you from liability, and helps structure the deal to avoid tax surprises and legal issues after closing.

How long does it take to sell a business?

Depending on the complexity, most business sales take between 60 to 180 days. This includes negotiations, due diligence, contract drafting, and closing.

What’s the difference between an asset sale and a stock sale?

An asset sale involves the purchase of individual assets, while a stock sale involves buying ownership interests. Each has different tax and legal implications.

What kind of liabilities could I face after the sale?

You may be liable for misrepresentations or breaches of contract terms. We minimize this risk through careful drafting of the purchase agreement and disclosures.

Can I keep part of my business or continue working after the sale?

Yes. Many sellers negotiate partial sales, earn-outs, or post-sale employment or consulting arrangements. We can help you draft terms that reflect your future goals.

Contact Held & Hines LLP for a Free Consultation

If you’re planning to sell your business, don’t go it alone. Contact Held & Hines LLP today for a free consultation. Our legal team is here to ensure your transaction is completed properly—so you can move forward with confidence and peace of mind.

855.HELD.HINES