NJ Business Purchase & Sale Lawyer

Business Purchase and Sale Attorney Serving New Jersey

Buying or selling a business in New Jersey is one of the most significant financial transactions a business owner will undertake. Whether you are acquiring an established company, selling a business you have built, or structuring a merger between two entities, the transaction involves complex legal, financial, and regulatory considerations. The difference between a well-structured deal and a poorly documented one can mean the difference between a successful transition and years of dispute.

New Jersey business transactions can be structured as asset purchases, stock or membership interest purchases, or mergers. Each structure carries different implications for liability, tax treatment, employee transitions, and contract assignments. The choice of structure affects both buyer and seller and must be evaluated early in the process. Legal counsel helps you navigate these decisions and protects your interests from letter of intent through closing.

At Agarunov Law Firm, P.C., we represent buyers and sellers in business transactions throughout New Jersey. Our Englewood office at 285 Grand Avenue serves Bergen County and North Jersey, and our Manhattan office at 30 Broad Street provides access for clients on both sides of the Hudson. Schedule a free consultation to discuss your business purchase or sale.

Our New Jersey Legal Services

Business Acquisition Representation

We represent buyers through every stage of the acquisition process: letter of intent negotiation, due diligence coordination, purchase agreement drafting and negotiation, regulatory compliance, and closing. Our due diligence review covers financial statements, tax returns, customer and vendor contracts, employee agreements, intellectual property, real property leases, litigation history, and regulatory compliance. For New Jersey businesses, we also review state-specific obligations including bulk sale compliance, ISRA environmental requirements (for applicable industries), and tax clearance certificates.

Business Sale Representation

For sellers, we prepare the business for sale by organizing corporate records, identifying potential legal issues, and structuring the transaction to maximize after-tax proceeds. We draft or negotiate the purchase agreement, manage the disclosure process, coordinate with your accountant on tax structuring, and represent you through closing. New Jersey sellers must obtain a tax clearance certificate from the Division of Taxation and comply with the Bulk Sale provisions of the UCC when applicable.

Due Diligence for NJ Business Acquisitions

Thorough due diligence protects buyers from acquiring undisclosed liabilities. We review the target company's financial records, contracts, employee matters, intellectual property, insurance coverage, regulatory compliance history, and litigation exposure. For New Jersey businesses, we pay particular attention to state tax compliance, workers' compensation coverage, Department of Labor obligations, and environmental liabilities under ISRA. The results of due diligence inform the purchase agreement's representations, warranties, and indemnification provisions.

Asset Purchase vs. Stock Purchase in NJ

In an asset purchase, the buyer acquires specific assets and assumes only specified liabilities. In a stock or membership interest purchase, the buyer acquires the entity itself, including all assets and liabilities. Asset purchases provide the buyer with more control over which obligations transfer, while stock purchases offer simplicity for transactions involving contracts, licenses, or permits that are difficult to assign. We advise on which structure best serves your objectives given the specific circumstances of the deal.

Mergers and Ownership Restructuring

We structure and document mergers, consolidations, and ownership restructurings for New Jersey businesses. These transactions require compliance with the New Jersey Business Corporation Act or LLC Act, depending on the entity type. We prepare the plan of merger, file required documents with the Division of Revenue, and coordinate the transition of operations, contracts, and employees.

Franchise and Licensed Business Transfers

Buying or selling a franchise or licensed business in New Jersey involves additional requirements including franchisor consent, compliance with the New Jersey Franchise Practices Act, transfer of state and local licenses, and notification to regulatory agencies. We coordinate these requirements alongside the standard purchase and sale process to ensure the transfer is completed without interruption to business operations.

What You Should Know About Buying or Selling a Business in New Jersey

New Jersey business transactions involve state-specific requirements that distinguish them from deals in New York and other states. The Bulk Sale Act may require notice to the Division of Taxation and the buyer's assumption of responsibility for the seller's unpaid taxes. Sellers must obtain tax clearance certificates confirming that all state tax obligations have been satisfied. For businesses in certain SIC codes, the Industrial Site Recovery Act (ISRA) requires environmental investigation before a transfer can close. The New Jersey Franchise Practices Act provides franchisees with protections that affect the transfer process for franchise businesses. Understanding these requirements early in the transaction prevents delays and unexpected costs at closing.

Why Buyers and Sellers Choose Agarunov Law Firm

• Dual-state licensing: admitted in both New Jersey and New York for cross-border transactions
• Englewood office: our Bergen County location at 285 Grand Avenue serves North Jersey directly
• Direct attorney access: your transaction is managed personally by a licensed attorney
• Comprehensive due diligence: we coordinate financial, legal, tax, and regulatory review
• Responsive communication: same-day responses throughout the transaction