Legal Question in Business Law in Pennsylvania

Re: buying a corporation

You will own the corporation and assume all of its liabilities. Be very careful before purchasing a corporation. You must know the corporation's liabilities or possible taxes the corporation owes. Consult an attorney before you buy.

Re: buying a corporation

When you buy a business, you generally either buy the assets (inventory, receivables, stock in trade, machinery & equipment, patents and trademarks, goodwill, etc.) or you can buy the stock of the corporation that owns all of these assets. When you buy the assets, you generally don't assume the liabilities. When you buy the stock, you buy the whole shooting match - the assets of the company, the liabilities, the contracts they are bound by, the tax issues that they are subject to, the claims and litigation they are involved in, etc. You need to specify exactly what it is you are buying, what promises (representations and warranties) are made by the seller, and what protection (indemnities) the seller is willing to give you. I second attorney Hershenson's answer here - this is not an area to try to do yourself. Get a good attorney.