Selling your business is a major milestone, but without the right legal documents, it can quickly become a complicated and costly process. Whether you’re preparing to exit a company you built from the ground up or you’re helping clients navigate a sale, it’s critical to have a solid legal foundation.
At Clausewitz Reyes, our San Antonio business lawyers guide business owners through every stage of the sales process, from initial planning to final closing. Here are some essential legal documents you’ll need in order to sell your business with confidence.
1. Letter of Intent (LOI)
Before diving into formal agreements, most buyers and sellers start with a Letter of Intent. This document outlines the key terms of the sale, including purchase price, payment structure, assets or shares included, and deal timeline.
While non-binding, the LOI shows that both parties are serious and aligned on the basic structure of the deal. It also helps protect your interests during the due diligence process.
2. Confidentiality Agreement (NDA)
When you start talking to potential buyers, you’ll likely be sharing sensitive information, financials, client lists, supplier contracts, or proprietary processes. A Non-Disclosure Agreement (NDA) ensures that buyers can’t use or disclose that information if the deal falls through.
Without a strong NDA, you may be putting your business’s value, or your competitive edge, at risk.
3. Asset Purchase Agreement or Stock Purchase Agreement
This is the core legal contract that finalizes the sale. Depending on the structure of your business and what you’re selling, this will either be an:
- Asset Purchase Agreement (APA): The buyer purchases specific assets (like equipment, inventory, or IP) and assumes certain liabilities.
- Stock Purchase Agreement (SPA): The buyer purchases the company’s stock or ownership interest, effectively stepping into the shoes of the current owner.
Each option has different tax and liability implications, so it’s crucial to work with a business lawyer to choose the right structure.
4. Disclosure Schedules
These are detailed attachments to the purchase agreement that list all relevant company information such as contracts, pending litigation, debt, and employee agreements.
Accurate disclosure schedules help reduce legal risk post-sale by ensuring transparency and limiting your liability for future disputes.
5. Employment or Transition Agreements
If you, your partners, or your employees will remain involved in the business after the sale, you’ll need transition agreements to outline roles, responsibilities, compensation, and timelines.
This is especially common when a buyer wants the previous owner to stay on temporarily for continuity or mentorship.
6. Corporate Governance Documents
Make sure your internal documents are in order before the sale. This may include:
- Articles of Incorporation
- Bylaws or Operating Agreements
- Shareholder or Partnership Agreements
- Board resolutions approving the sale
Buyers will want to see that your business is legally compliant and properly authorized to complete the transaction.
Selling Your Business? Talk to a San Antonio Business Lawyer Today
Selling your business is more than just a financial decision, it’s also a legal one. Having the right documents in place not only protects your interests but also speeds up negotiations, builds trust with buyers, and ensures a smoother exit when the time comes.
If you’re planning to sell your business, we can help. Our experienced San Antonio business lawyers will guide you through the legal process from start to finish, so you can sell with clarity, confidence, and most importantly, peace of mind. Schedule a consultation today to get started.
