Five Steps to Buying a Small Business in New York - Part 5: Closing the Deal

Part 1 here, Part 2 here, Part 3 here, Part 4 here.

Finally, the day of the closing on your small business purchase has arrived. The parties and their attorneys come together for the final handshake on the deal. All of the remaining agreements are executed, documents are exchanged, and money changes hands.

Usually, the sales agreement sets forth when and where the closing is to occur; often this happens at the seller’s attorney’s office.

In addition to the purchase price, there may be a final adjustment of operating expenses, in which the seller is reimbursed for certain expenses that ultimately benefit the buyer. For example, the seller may have paid a certain bill for the entire month at the beginning of the month, while the buyer begins reaping the benefits of the payment upon closing in the middle of the month.

When executing agreements and documents, it is best to ask for duplicate sets of originals, so that you and the seller each have an original set of documents.

The best closings are uneventful, thanks to good preparation and the cooperation of all parties. At times, however, there may be some negotiations about last-minute changes to the documents, or there may be waivers concerning certain closing conditions that could not be met, but the parties are willing to go ahead with the deal anyway.

It is important that your attorney is fully aware of all aspects of the transaction, because last-minute changes and adjustments to a business purchase require quick thinking, sound risk assessment, and good judgment. Similarly, you should be familiar with the transaction in order to make informed decisions about the business deal. While you should rely on your attorney, it is ultimately your deal and your business at stake.

If you need help with buying or selling a business in New York, contact a licensed small business attorney in your area.