BUSINESS TRANSACTION SERVICES

When a small business changes hands, we make sure it is done right.

Before a seller hands over the keys to the business to a buyer, the sale needs to be completed through the escrow and closing process. Our Escrow Department works with all parties involved in the business transfer as the neutral third party, making sure that all the requirements of the contract are met so the sale can close smoothly.
Every closing we do includes a set of core services required to cleanly transfer the business from the seller to the buyer. As part of our comprehensive basic escrow package, our Escrow Department will do the following:

• Safely hold earnest money in a secure escrow account pending closing.
• Notify and obtain clearances from county, state and federal agencies as required.
• Obtain written evidence of proper authority for each entity to sign the purchase agreement and documents and consummate the transaction.
• Obtain a copy of all real estate leases, and coordinate and confirm the lease assignment with landlord.
• Prepare escrow instructions according to the terms and conditions of the purchase agreement.
• Prepare settlement statements for buyer and seller reflecting all funds being handled through escrow.
• Coordinate the drafting of closing documents with escrow attorney.
• Collect and disburse all closing funds according to escrow instructions.
• Pro-rate and pay for rent, deposits, taxes and other required expenses out of proceeds for the transaction.
• File and record all necessary documents with the appropriate agencies.
• Coordinate any necessary payoffs and UCC-3 terminations, amendments and/or releases of lien, including up to two payoffs, plus wire transfer or overnight fee for each, to ensure that secured creditors are satisfied.
• Provide one complete set of all closing documents executed at closing for each party.
• Archive copies of all sale and closing documents for a minimum of five years.

The following services are also offered with the closing:

• Perform UCC-1 lien search and business personal property tax search on the business to ensure clear title can be conveyed.
• Obtain corporate status report from the Secretary of State of all entities involved in the transaction to confirm that the entities exist and are in good standing.
• File UCC-1 financing statements with the Secretary of State when seller financing is involved.
• File UCC-3 lien terminations and/or amendments when payoffs are involved for the seller.
• File Assumed Name Certificates with the state and county as necessary.
• File Abandonment of Assumed Name Certificates for the seller with the state as necessary.

Since we know every small business transaction is unique, we also offer additional solutions when business transfers include any of the following terms:

• Motor vehicle title transfer if vehicles are included in the transaction.
• Franchise business coordination if the business is a franchise.
• Real estate services when real property is included in the transaction.
• SBA and commercial loan coordination when transactions are funded by third-party loans.
• Stock transfer services if the transaction is a stock sale rather than an asset sale.
• Escrow holdback and disbursement accounts when a buyer and seller agree to hold a specific amount of funds back after closing for later disbursement when specified conditions are met.
• Collateral safekeeping services when assets like stock certificates or perhaps a domain name should be held by a neutral third party until the terms of a loan have been met.