Asset Purchases

Only the debts the purchase agreement says it assumes. Liens need attention, because a lender's security interest generally stays attached to its collateral after a sale, so we require payoff letters and lien releases at closing. Unpaid state taxes can also follow the business unless the buyer withholds part of the price or receives the Comptroller's certificate.

Yes, when it sells all or substantially all of its assets outside the usual course of business. Under Texas law, the board approves the sale and submits it to the shareholders for a vote, with the margin needed set by statute unless the certificate of formation changes it. Dissenting shareholders may be entitled to fair value for their shares, so we ask every owner to sign. An LLC generally needs its members' approval too, unless its company agreement says otherwise.

It depends on the seller's records. A complete request usually gets a prompt answer, either the certificate or a statement of tax due, but the wait can be much longer if the Comptroller decides to audit the seller's records. The request must be made before closing, so we file it early.

The buyer and seller agree on it, usually in a schedule to the purchase agreement. Both then report it to the IRS on Form 8594, which sorts the assets into classes. The split affects each side's taxes, so their CPAs often want different numbers, and we settle it in writing before closing.