Buy or Sell a Business in PA | Holmes Business Law - Holmes Business Law

Trust Your Transaction with Expert Business Purchase Lawyers in Philadelphia, PA

Protect your investment, reduce risk, and close your deal with confidence. Holmes Business Law has guided hundreds of entrepreneurs through buying and selling businesses in Philadelphia and across PA.

  • 5-Star Rated Philadelphia Business Law Firm
  • Hundreds of Successful Transactions
  • Flat-Fee & Transparent Pricing Options
  • Fast, Responsive Legal Support
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Buying or Selling a Business?

You Need a Lawyer When the Stakes Are High.

Buying or selling a business is one of the biggest financial decisions most entrepreneurs ever make. Holmes Business Law works with:

  • First-time buyers who need guidance from the very start
  • Owners preparing to sell their company or retire
  • Entrepreneurs expanding by acquiring an additional location or brand
  • Partnerships restructuring or transferring ownership stakes
  • Business owners facing tight timelines, complex deal terms, or hidden risks

Whether the deal is simple or highly complex, the legal decisions you make now directly impact your financial security later.

Common Situations Where Clients Call Us

You’ve found a business you want to buy and need help reviewing the deal

You’re preparing your business for sale and want everything structured correctly

You’re already in negotiations and want legal protection before things get too far

You’ve been handed a purchase agreement but don’t fully understand the terms

You want a lawyer present during negotiations to push for better deal outcomes

You’re concerned about liabilities, debts, or employee obligations

You need support coordinating with lenders, accountants, brokers, or advisors

Full Legal Support for Every Stage of the Deal

Business transactions move fast, and small errors can have big financial consequences.
Holmes Business Law provides end-to-end legal guidance to protect your interests before, during, and after the sale.

01. Due Diligence Review

Before you sign anything, we conduct a thorough legal evaluation of the business so you understand exactly what you’re buying—or what a buyer will uncover.
Due diligence support may include:

  • Contract and vendor agreement review
  • Financial and liability analysis (in coordination with your CPA)
  • Employee and HR considerations
  • Lease evaluation and landlord negotiations
  • Intellectual property and licensing checks
  • Identifying red flags, hidden obligations, or deal-breaking risks

02. Drafting & Reviewing Purchase Agreements

The purchase agreement is the document that protects you. We ensure your contract is clear, enforceable, and written to support your long-term interests.
We assist with:

  • Asset Purchase Agreements
  • Stock or Membership Unit Purchase Agreements
  • Promissory notes, earn-outs, and seller-financing terms
  • Non-compete and non-solicitation language
  • Indemnification clauses
  • Representations & warranties

Our goal: no surprises on closing day.

03. Negotiation Support

Whether you’re buying or selling, negotiation is where deals succeed—or fall apart.
We help clients:

  • Strengthen their negotiating position
  • Push for fair pricing and balanced contract terms
  • Handle counteroffers
  • Reduce emotional tension between parties
  • Keep the deal moving when communication stalls

We negotiate on your behalf or work behind the scenes to help you negotiate confidently.

04. Entity & Structural Guidance

The way a deal is structured has major tax and liability implications. We work with your accountant to ensure the structure is aligned with your financial goals.
This can include:

  • Choosing between asset vs. stock purchase
  • Setting up new entities
  • Member buyouts or partnership restructuring
  • Allocation of purchase price for tax purposes
  • Successor-liability guidance

05. Closing Documentation & Final Execution

We prepare and coordinate all legal documentation needed to close smoothly and protect your interests.
This often includes:

  • Bills of sale
  • Assignment of assets
  • Lease transfers
  • Updated operating agreements
  • Closing checklists
  • Post-closing support

We stay with you until the transaction is fully executed—and beyond, if needed.

Due Diligence & Risk Protection

Due Diligence Review
We evaluate the legal, financial, and operational risks behind the deal so you know exactly what you’re stepping into. This includes analyzing contracts, liabilities, employee matters, leases, and any red flags that could impact the purchase price or long-term stability.

Contract & Document Analysis
Every agreement connected to the business — vendor contracts, customer agreements, service arrangements, licensing, intellectual property, and more — is reviewed to ensure the obligations are clear and protect your interests.

Lease & Real Estate Considerations
If the business includes a lease or commercial space, we review the terms, negotiate with landlords if needed, and ensure you’re not inheriting unfavorable obligations.

Transaction Structure,
Negotiation & Closing

Purchase Agreement Drafting & Review
We prepare, review, and refine all core transaction documents — including Asset Purchase Agreements, Stock Purchase Agreements, and associated terms such as non-competes, indemnification language, seller financing, and earn-outs.

Negotiation Strategy & Support
We help you negotiate deal terms that reflect the real value and risk of the business. Whether you want us to negotiate directly or guide you behind the scenes, we work to secure a stronger, cleaner, safer deal.

Closing & Final Execution
We prepare all closing documents, coordinate with your accountant and lender, and ensure every transfer — assets, entities, leases, agreements — is handled correctly. Our goal is a smooth closing with no loose ends or post-sale surprises.

Deep Transaction Experience

Holmes Business Law has handled hundreds of business purchases and sales across Greater Philadelphia. We know what makes a deal strong, what causes issues later, and how to protect clients from costly surprises.

Risk-Focused, Detail-Driven Review

Business transactions fail when details are missed. We take a meticulous approach to contracts, liabilities, leases, and financial risks so you can move forward with complete clarity and confidence.

Clear, Transparent Communication

Clients choose us because we explain complex issues clearly, set expectations early, and keep the process moving. You always know where your deal stands and what comes next.

Practical Guidance Backed by Real-World Business Insight

We understand how small businesses actually operate — employees, leases, cash flow, vendor contracts — and we advise with real-world implications in mind, not academic theory.

One of Philadelphia’s Top-Rated Business Law Firms

With hundreds of 5-star reviews and a strong reputation for responsiveness, clarity, and results, Holmes Business Law is consistently recognized as a leading business law firm in the Philadelphia area.

Step 1

Initial Consultation & Deal Review

We start with a focused conversation about the business, your goals, the deal timeline, and any documents you already have. This is where we identify the major legal and financial issues that could affect negotiations or closing.

Step 2

Due Diligence & Legal Analysis

Once engaged, we review contracts, liabilities, leases, employee matters, and any risks connected to the business. The goal is simple: give you a clear, honest picture of what you’re buying or selling—before you commit.

Step 3

Drafting, Redlining & Negotiation Support

We prepare or refine all legal documents, negotiate terms, coordinate with brokers or the other party’s attorney, and ensure the deal structure aligns with your financial and long-term interests.

Step 4

Final Documentation & Closing Coordination

We manage the legal details needed to close the transaction: final agreements, assignments, organizational documents, checklists, and communications with lenders, accountants, and any required third parties.

Step 5

Post-Closing Support (If Needed)

If questions arise after closing—like lease transitions, operating agreements, or compliance needs—we continue supporting you so the business can transition smoothly.

Frequently Asked Questions

Yes. Business purchases and sales involve contracts, liabilities, financial obligations, leases, and industry-specific risks that most buyers and sellers aren’t trained to spot. A lawyer ensures you’re protected, the deal is structured correctly, and you’re not inheriting obligations you didn’t agree to.

An asset purchase lets you acquire selected assets without taking on unwanted debts or obligations.
A stock or membership purchase transfers ownership of the entire business entity, including its liabilities.
The structure has major tax and liability implications—which is why legal and accounting guidance is critical before agreeing to terms.

Ideally before you sign anything, including LOIs, broker documents, or draft purchase agreements. Early legal guidance reduces risk and often leads to better deal terms. But if you’re already mid-negotiation, we can still help.

Typical due diligence may include: contracts, vendor agreements, customer lists, leases, financials, intellectual property, HR matters, compliance obligations, insurance, and any operational risks. Each transaction is different, so we tailor the review to the business.

Most small business transactions take 30–90 days, depending on:
✓ how quickly both parties respond
✓ the complexity of contracts
✓ lender involvement
✓ landlord approvals
✓ regulatory or licensing needs
Deals with clean records and responsive parties move faster; more complex or highly negotiated deals take longer.

Common risks include:
✓ undisclosed liabilities
✓ problem leases
✓ employee or HR issues
✓ pending customer disputes
✓ unclear intellectual property rights
✓ poorly structured purchase agreements
✓ obligations that continue after closing
We work to uncover and address these before you commit.

We offer transparent, predictable pricing based on the complexity of the transaction and the documents involved. After reviewing the details of your deal, we provide a clear proposal so you know exactly what to expect.

Absolutely. Business transactions work best when all advisors are aligned. We coordinate with your CPA, lender, broker, or financial advisor to ensure the legal and financial structure supports your goals.

Yes. Whether you’ve already started negotiating, received a draft contract, or feel something isn’t right, we can step in at any point to protect your interests and keep the deal on track.

Yes. We represent both buyers and sellers in small business transactions throughout the Philadelphia area and understand the unique considerations on each side of the deal.

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