Legal Question in Business Law in Connecticut

I am looking to buy a business in Connecticut and I am wondering what steps I should take to ensure that I dont take on any past liability that might come up after transfer of ownership. The company has been in business for 30 years and it is possible that something could come back to bit the corporation in future years.

Also, I have a sub S corp estasbilished in FL now. Should I keep that corporation and purchase the new busines sunder that name filing only a ficticious name in CT or start anew in CT with a new corporation?


Asked on 1/09/11, 4:53 pm

2 Answers from Attorneys

Kevin B. Murphy Franchise Foundations, APC

As a Franchise Attorney I can say this. Usually when there is concern about assuming unknown liabilities, only the assets of the business are purchased. So, in the case of a corporation, for example, instead of buying the stock (which represents 100% ownership), the buyer enters into a contact of sale, with an escrow and notice to creditors, for buying all or certain assets. Consult with a good business or franchise attorney in your area for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations, a Professional Corporation

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Answered on 1/15/11, 6:15 am

Simply put, buying a business is a complex process. One step in the process is due diligence which entails researching the business, its capital structure and books, its shareholders, any outstanding liabilities that may exist and new ones that may come about in the future. Unless the sums of money involved in the purchase are trivial, or this is money you are willing to loose, this is no time to do it yourself. I highly recommend that you consult with a business attorney admitted in Connecticut.

I would be happy to chat with you further. Feel free to contact my office at you earliest convenience.

Roman R. Fichman, Esq.

www.TheLegalist.com │ @TheLegalist

email: Info (at) TheLegalist (dot) com

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Disclaimer: This posting has been written for educational purposes only and was not meant to be legal advice and should not be construed as legal advice. You should always consult an attorney admitted to practice in your jurisdiction for specific advice.

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Answered on 1/15/11, 9:15 pm


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