Business Sale Attorney in Austin, Texas

Austin's growing economy creates an active market for business acquisitions on both sides. Sellers who built companies want to exit on terms that reflect the value they created. Buyers want to acquire businesses without inheriting undisclosed liabilities. The transaction structure, due diligence scope, and purchase agreement terms determine how well each side achieves these goals — and both benefit from attorneys who understand what questions to ask before signing.

The first structural decision in any business sale is whether to structure it as an asset purchase or an entity purchase. In an asset purchase, the buyer acquires specific assets — equipment, contracts, customer lists, intellectual property, goodwill — and assumes only the liabilities explicitly agreed upon. In an entity purchase (buying the LLC or corporation itself), the buyer acquires everything, including unknown and undisclosed liabilities. Most small business buyers prefer asset purchases for this reason; sellers often prefer entity sales because the tax treatment is more favorable. Negotiating the structure is part of the deal.

Due diligence is the buyer's investigation of what they are actually purchasing. A typical due diligence process for an Austin small business sale covers: three to five years of financial statements and tax returns, all material contracts (customer agreements, vendor contracts, leases), employment and contractor arrangements, intellectual property ownership documentation, litigation history and pending claims, regulatory compliance in the business's industry, and any known liabilities not reflected on the financial statements. The due diligence period — typically 30 to 90 days depending on business complexity — is specified in the letter of intent and purchase agreement.

Representations and warranties are the seller's factual assurances to the buyer. If the seller represents that the financial statements are accurate and they are not, the buyer has a claim after closing for the difference. If the seller represents that there is no pending litigation and a claim surfaces after closing, the seller is liable for breach. The negotiation of which representations are made, how broadly they are worded, and how long they survive closing (the survival period) is central to the purchase agreement negotiation. Buyers want broad representations with long survival periods; sellers want narrow representations that expire at closing.

Non-compete agreements are a common component of business sales. The seller typically agrees not to open a competing business in a defined geographic area for a defined period after closing. Texas enforces reasonable non-competes when they are ancillary to an otherwise enforceable agreement and are supported by adequate consideration — the purchase price qualifies. The geographic scope, duration, and industry scope must all be reasonable or a Texas court may reform or strike the clause.

We connect Austin business buyers and sellers with transaction attorneys who handle the full process — from letter of intent through due diligence through purchase agreement negotiation and closing. There is no fee to request a connection. Both buyers and sellers benefit from legal counsel before executing a letter of intent — that document sets the framework for everything that follows.