Sale Begins with an Offer
Asset Sale Most Common
Assets Included
Plenty of Details


Business Sale Agreements

Sale Begins with an Offer

Most business sales begin with an offer from a Buyer to the Seller. In all but the largest and most complex deals, it is best to avoid a “Non-Binding Letter of Intent,” and go straight to a Purchase Offer, accompanied by a Deposit Check. This saves time and demonstrates that the Buyer is serious. Once the Seller accepts the offer, it becomes a “Sale Agreement,” which in turn will become “binding” upon the completion of specified conditions—such as the Buyer’s approval of the books and records. The offer is best prepared by a Business Broker on his Trade Association form, to help ensure that it is clear and comprehensive. The California Association of Business Brokers, for example, provides an excellent form to its members.

Asset Sale Most Common

Most buyers want to buy the assets, rather than the stock, of a small business. An Asset Sale helps them to avoid the potential liabilities of a corporation, and also enjoy higher depreciation and lower income taxes in the future. Consequently, buyers are generally willing to pay more for in an Asset Sale than in a Stock Sale. Sellers should keep this in mind when considering the alternative Stock Sale, which can create less tax liability, but lead to a lower price. Sellers should discuss their options and implications with their accountants and business brokers.

Assets Included

An asset sale typically includes everything that buyers would reasonably expect to be in the business, except its liabilities and current assets. The Buyer gets the business name, suppliers, customers, intellectual property, fixtures, equipment, inventory, telephone numbers, website, etc. The Seller keeps his cash, bank accounts and financial records. The parties can agree to include or exclude just about anything.

Plenty of Details

There are many other details that, once again, a good standard form and business broker will cover. For example, the Sale Agreement should contain the Seller’s Representation and Warranties—such as that the business complies with the law, and has accurate books and records. The agreement should reference the Buyer and Seller Disclosure Statements, wherein the parties disclose material facts about the business and themselves to each other. The agreement should also describe the roles, benefits, and responsibilities of all of the parties involved—including the brokers and the escrow company.


The Purchase Offer will specify Conditions that must be satisfied before the sale can be completed. The initial conditions, usually completed before opening escrow, allow the Buyer to approve the “Books and Records” of the business, while the Seller approves the Buyer’s credit and ability to run the business. The remaining conditions are completed during escrow—e.g. funding of a third party loan or transfer of a lease, franchise or license. Escrow cannot close, and the sale cannot be completed, until all Conditions in the Sale Agreement are satisfied!



“I was happy with my experience with [BestSoCal]. Very professional and willing to help when the time came. Very responsive and hands on, not like my other experiences with agents and brokers. Very appreciated.”

Todd Uyesugi, Seller
Purrfect Auto Service

“[BestSoCal] has handled the sale in the most professional and complete manner possible. I am very pleased with the experience.”

Matt Ouwerkerk, Buyer
Purrfect Auto Service

“(The landlord) was difficult, but with Alan’s patience it all worked out for the best! Lino did an excellent job with customer service, always polite! Thanks!!”

Rich & Trish Lindsay, Sellers
The Good Day Café

“Alan was very helpful. Always returned our phone calls (not everyone does). He made us feel at ease, and found us the perfect business! We were looking for about a year. He made this a great experience. A million thank yous!”

Debbie Rosetti-Colacion, Buyer
The Good Day Café

“I am writing this note to express my extreme satisfaction with the way the sale of my restaurant was handled by Elizabeth Rebufat of [BestSoCal]. It was an amazing accomplishment considering the time of year and the type of business it is. Being the middle of November, I didn’t expect it to be listed and sold within 3 weeks, truly a tribute to the diligence of the agent and the great marketing skills of the brokerage. Excellent negotiating skills kept this in escrow, and kept the buyers motivated to purchase this business. It made the whole transaction less stressful for me. I am so glad I listed with Elizabeth, as I have found a new friend, and would absolutely do business with her and her broker again.”

Jason Reavis, Seller
Jason’s Provence Boulangerie

“You guys made everything very simple, and I never once felt that Elizabeth was biased toward the seller. I like how you did comparisons for us. You went out of your way to find industry information for us. Surprisingly, I bought a business I never would’ve considered because Elizabeth was able to assess our needs.”

Omar Toma, Buyer
Jason’s Provence Boulangerie

“Absolutely superb! Highest recommendations! Extremely professional!”

Marty Johnson, Seller

“Elizabeth kept in contact throughout the entire process and always answered any questions I had. She made me feel very comfortable during the whole experience. Great service!”

James Taylor, Buyer

“Everyone, from Lino to Sylvia to Alan was very helpful and professional!”

Jeff Linder, Seller

“Good, professional, efficient service.”

Jeff Bower, Buyer

“I want to thank [BestSoCal] for your professional services provided in selling my business. Special thanks to Randy Neyland and Jaime Gomez. You guys are special. I couldn’t do it without you. Again, I commend your services and thank you very much.”

Sal Garcia, Seller
La Torta Gigante

“…[BestSoCal] have been helpful and professional. We are satisfied with their performance. We would also like to continue to do business with them in the future. Randy Neyland was nice and great. We are happy and are ready to open. Keep up the good work.”

Omar Romero & Enrique Velazquez, Buyers
La Torta Gigante

“Excellent Rep. Always returns call very promptly. Never left me waiting. Always seems to keep client’s best interest first. A true pleasure to work with.”

Jerry Thibodeau, Seller
J & C Creative Designs

“Outstanding customer service. Easy, smooth transaction. Clear explanations; good understanding. Excellent marketing presentation.”

Joseph Zeeb, Buyer
J & C Creative Designs

“Incredible service from Alan. This was a tough sell and I’ll be grateful to [BestSoCal] forever!”

Tran Tracy, Seller
Ana Christina Salon

“Customer service from Alan Lippincott went above and beyond the call of duty. Alan was consistently supportive; professionally business focused during a very difficult settlement; and with a cheerful spirit. I highly recommend Alan as a business broker and would definitely use his services again.”

Carol Hartman, Buyer
Ana Christina Salon

“Outstanding organization, great teamwork. This was money well spent, and I frankly couldn’t have asked for anyone better than Elizabeth, and there was nothing I would have changed about the way she handled everything – exceptional!”

Stefano Riznyk, Seller
American Immigration Attorneys

“I was satisfied with doing business with Lucky Team Escrow, and would recommend [BestSoCal] to anyone.”

Henry Coronado, Seller
Hacienda Plaza Barber Shop

“We appreciate everything you have done for us. We are really happy about it! Jaime, Alan, and Randy, we appreciate all of you. We appreciate…Carol at Lucky Team Escrow who helped us a lot. Thank you all!”

Juan Ambriz & Laura Padilla, Buyers
Hacienda Plaza Barber Shop

“Our experience working with you has been extremely good. You made the whole transaction completely painless. You guys showed a very high level of professionalism and were very patient when things did not go completely according to plan. You actually helped us bring everything back on track to close the transaction in a timely manner.”

Jatinder Singh, Buyer
Advanced Car Stereo & Systems

“Elizabeth is a “breath of fresh air,” and it made my job so easy!”

Carol Jones, Certified Senior Escrow Officer
Lucky Team Escrow, Inc.

“[BestSoCal] did an exceptional, professional performance of all duties as commercial real estate representatives. I would highly recommend their service to colleagues without hesitation.”

Olva Jang, Seller
Top Banana

“This transaction went quite smoothly. Alan stayed on top of the process and made sure everything went as planned.”

Raili Classen, Seller
Inkwells Paperie

“It was a great experience! Thank you Alan for helping us with this. I’m very happy and we are thankful for all your hard work. You ROCK!”

Karen Abdul, Buyer
Inkwells Paperie

“ [BestSoCal], made the whole process of selling my business as easy as possible. I feel confident that all the legal steps have been taken and I can sit back and enjoy retirement. I would recommend this service to my friends.”

Mick Ofield, Seller
Design Works Advertising Agency

“Thank you for all your efforts! As a point of memorialization, without your help, I would have overpaid the purchase price by approximately $1,000,000!! You have been very professional with much patience! Thank you! ”

Steve Berggren, Seller
Ramtech Laboratories, Inc.

“I was very happy with Alan’s work, and when we met him he was on top calling, informing us in everything. All I can say is that we were happy with his service.”

Raul Rizo, Buyer
Flexible Plumbertool

“Excellent service. Prompt response on each and every issue.”

Alex Friedland, Seller
Baja Fresh Mexican Grill

“I would recommend Joleen to anyone who lists with [BestSoCal].”

Alice Billman, Seller
The Center for Body, Mind & Spirit

“Joleen made it happen! Kind & considerate, helpful! Alan gets things handled! Thanks very much!”

Debbie Drew, Buyer
The Center for Body, Mind & Spirit

“Alan was wonderful to work with, he made the process very easy for us. We would definitely work with your company and Alan again. Thank you for a well handled, smooth experience!

Spienello Deli Inc., Seller
Spinello’s Café & Deli

“The service from Alan was the best!”

Santiago Escobar & Jose Vidal Escobar, Buyers
Spinello’s Café & Deli

“Thank you for everything. I really appreciate your great endeavor to help me.”

Tristan Parque, Seller
Aim Mail Center #24

“It took longer than expected, but Elizabeth was very patient and made everything finish smoothly…”

Young Choi, Buyer
Aim Mail Center #24

“Alan showed the upmost in professionalism while carrying my sale from marketing to close. I would not only recommend him, but I would use him again.”

Xtreme Autosports, LLC, Seller
Xtreme Autosports, LLC

“Alan was very helpful with every step of the purchasing process. He was always available and answered all questions and concerns promptly.”

John Solitare, Buyer
Xtreme Autosports, LLC