The decision of buying a business is a very crucial one and should be made only after reviewing all the information available. A buying decision should be made only after all the doubts and uncertainties are removed and you are able to anticipate all of the obstacles that stand before you. There are some essential points to consider when considering the purchase of a California business.

Following are 10 important points, which if kept in mind, can help you as a business buyer to capitalize on the opportunities that present themselves before you.

1. Purchase the assets and not the entity:
   Unless there are intangibles of the , attorneys, or CPA to assist you with respect to your required due diligence. Furthermore, once you are committed to the purchase and obtain an acceptance of your Letter of Intent (see below), hire a lawyer familiar with business disposition and acquisitions to review the contracts and related documents.
2. Submit an Offer to Purchase through a Letter of Intent:
   A letter of intent (LOI), typically non-binding, is a two or three page document between the buyer and seller of a business which details all of the material terms and conditions to which both parties would be willing to commit to. It is prudent to discover whether the parties are capable of achieving an agreement BEFORE employing the expensive services of professionals such as attorneys and CPAs, to conduct due diligence and prepare/review documents. Thus, if the parties can hammer out the key terms, the professionals can later focus on consummating the transaction.
3. Accounts Receivables:
   Often times a key asset of any business is its accounts receivable and there may be a substantial balance outstanding at the time of closing. It is not recommended that you purchase the accounts receivable as an asset of the business (in fact, is not typical for the in order to remain in contact with the customers after the sale and ensure a smooth transition. If you do purchase the accounts receivable you should do so at a discount, the amount of which is dependent on the sellers past allowance for bad debts, with a right of offset against monies due the seller for uncollectible accounts.
4. Discover the facts and circumstances surrounding the lease:
   The continued success of the business is often entirely dependent on the existing location of the business (to ensure the maintenance of the existing customer base or the retention of key employees). Accordingly, you must determine the remaining term of the existing lease and if not substantial, confirm with the landlord whether you can obtain a new lease on terms and conditions similar to the past before you . Therefore, it may be advantageous to define the assets of the business quite broadly at the time you prepare your LOI. If these items are not included, then make sure you get a schedule of closing adjustments from the seller and escrow so that you can budget accordingly — since these items are prorated through closing and tacked onto the closing costs.
5. Pay attention to Bulk Sales Laws and Sales and Payroll Tax Obligations:
   Many states require that the buyer (or escrow agent) of a business publish notification of the business sale to creditors in order to receive the business assets free and clear of creditor claims. Similarly, the law in many states allow for the taxing agency to pursue the business assets of the seller for any unpaid taxes unless the seller obtains a tax clearance certificate.
6. Obtain Seller Indemnity and Right of Offset:
   No matter how diligent you are in reviewing the business sellers records and all available information, there is still a possibility that you will be presented with a claim against the California business which arose before the closing. In that case, it is important to obtain an indemnity provision from the seller of the California Business in the Asset Purchase Agreement. Moreover, if the seller is financing any portion of the transaction, a right of offset will provide the buyer with the right to offset any such claims against monies due the seller.
7. Negotiate for a Management Assistance Period:
   In order to ensure a smooth and orderly transition of the business following the closing, negotiate for the business seller to remain available after the sale to provide short term training and necessary introductions to customers, clients and vendors. In addition, make sure the is a full service . Quantum Business Solutions Network is comprised of professionals that combine valuation, financial, marketing, legal, accounting, tax and transactional structuring expertise to initiate, execute and consummate business acquisition and divestiture transactions.