Ten Questions to Ask Your Attorney If You Are Buying a Business

You may be thinking you have found the perfect business to buy. Everything looks great, you have your financing lined up, and the current owner seems to be dealing straight with you. Unfortunately, there may be legal considerations you have not thought of.

If you are planning to purchase an existing business, one of the smartest investments you can make is paying for a couple hours with an experienced attorney. If you are still not convinced you need an attorney, consider the following ten questions and how you would answer them.

1. What will happen if there are legal considerations not mentioned by the previous owner such as building or health code violations?

2. Can I be held responsible for debts made by the previous owner?

3. How can I make sure there are no outstanding taxes owed by the business?

4. Can I be held liable for actions of the previous owner in discrimination or employment lawsuits?

5. Can I keep the old owner from starting another similar business?

6. Does owning this business violate a previous no compete agreement I already signed?
7. What is the best legal structure for the business?
8. What licenses will I need?
9. Are there any former employee obligations that I will inherit such as COBRA coverage if I buy the business?
10. If I purchase the inventory of the business, can I be held responsible if the previous owner still owes money for it?

There are many reasons to get the advice of an attorney when going into business, but this is never truer than when you are purchasing an existing business. There are many pitfalls that can bury your business before you even get started and a good attorney can help you avoid them.

This list should not be considered complete; your attorney will ask his or her own questions and offer specific advice depending on your exact circumstances. This should also not be mistaken as legal advice, only a licensed attorney can provide that.

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Business Attorneys - What Is Their Role When Buying And Selling A Business?

Competent business attorneys are a great addition to your team of advisor's when buying or selling a business.

Attorney's can cover your assets and help make a well structured deal, air-tight. When it comes time to draft agreements and close a deal you have to take precautions that you are not leaving any loose ends. You do not want any loopholes left open in your purchase agreements, stock sales, leases, or otherwise have any business liabilities that could come back to haunt you in the future.

When looking for a business attorney to help you with the purchase or sale of a business it is a wise choice to use an attorney with acquisitions or corporate transaction experience.

Oftentimes a party will have a relationship with the family attorney who does a great job handling matters of taxes, real estate, wills and things of this nature, but will end up winging-it when assisting a buyer or seller of a business. Buying or selling a business requires a specialist.

Corporate transaction attorneys will help you with your letter of intent, employment agreements, and non-compete agreements. They will guide you in due diligence by reviewing loans and leases.

The buyer's attorney will customarily draft a purchase and sale agreement and take care of the closing procedures for his party.

If you're retaining a general practice attorney to handle this for you, you're really just paying for your attorney's education. Just like there are doctors that specialize in all forms of medicine. The vast areas and specialties of law keep any single attorney from being good at all of it.

A real estate attorney will seem like a natural choice as well, from the sense of "Closing" a deal, especially in the case where smaller business a real estate broker is representing a party, but you still have to answer the question of competence handling the sale of a business or corporate entity.

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Get Your Business Off on the Right Foot

Nearly everyone dreams about being self-employed at some point in their life. If you're contemplating launching a new business venture, you need to think about more than the business itself. There are many legal dangers associated with owning your own business. If the business is sued for any reason, what happens to your personal savings, bank accounts, home and so forth?

If your insurance does not cover enough of a liability, how much of it will become your personal problem? If you have a partner are you responsible for his actions? What if he wants to leave or dies? Business laws vary in different states and countries, so it's important to consult a business lawyer before undertaking a new business venture.

There are certain advantages to making your business a corporation. A corporation's credit rating is separate from the founder and it's profits are its own. Liabilities and debts are solely the responsibility of the corporation. The chief executive officer, who could be you, has management control of the corporation. The articles of incorporation name a board of directors that includes a president, vice president, treasurer and secretary who oversee general business matters.

Instead of focusing on protection, a general partnership defines the terms of a partnership. In this case, each person has management control, shared rights on use of property, and shared profits. Each partner is liable for the debts, taxes and any litigation not covered by insurance. In the ordinary course of business, general partners each have the authority to enter into contracts with third parties without direct permission from the others.

While similar to a general, in a limited partnership there must be at least one general partner and one limited partner. The partners roles and liabilities are unchanged from a general partnership. The limited partner is treated much like a shareholder in a corporation. He has limited liability, and no management authority.

His pay comes as a return on his investment that's defined in the partnership agreement. Limited liability companies limit financial liability to a specified fixed sum. Often this sum is equal to a personal investment in the company. After this threshold is reached, owners and investors are protected from further debt and litigation liability.

As would be expected, in a sole management situation, an entrepreneur has sole management discretion. However they are completely liable for debts, taxes, and any potential litigation that could happen. Personal accounts and property may be seized to satisfy debts or taxes if you are unable to settle them through the business. In spite of these considerations, a sole proprietorship can still be attractive.

After you've decided which structure best fits your business there are other issues to address. There might be zoning issues or permits necessary, you might need an accountant, and you need to find out about local, state and federal taxes. Due to these complexities, consult an employment and business attorney before making any decisions regarding your new business. Starting on the right foot will ensure your success.

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Should I Call a Tax Lawyer? A Guide for Businesses Falling Behind on Their Taxes

With tax season right on your doorstep, it may be very tempting to follow Wesley Snipes's example and declare yourself a tax denier, and not pay your income taxes on the grounds that you believe you don't owe them.

While that may be fine to believe in your own mind, you can't live that way in the real world. Here, if you fall behind or fail to pay your taxes, you could find yourself facing considerable jail time and heavy fines. And if the tax rates increase, you could end up owing the IRS more than you make, which will make paying off everything you owe virtually impossible.

Paying tax in a gray area

Most people have ordinary jobs with salaries that have withholding. As such, they rarely get into deep trouble with the IRS, unless they get in over their heads with gambling or something similar.

However, if you run a business or are self-employed, you could find yourself in a gray area outside the typical paycheck-withholding system. Maybe you didn't realize what taxes you had to pay or when you needed to file your return, or something weird just happens. It could be just an honest mistake, but it's one that could cripple your business.

The next thing you know, you've got the IRS sitting outside your door. They've seized one of your bank accounts, and they're going after everybody who has any connection to your business in an effort to get their money back.

Why you shouldn't try to deal with the IRS yourself

The first problem many people run in to is that they don't understand that everything they say to any IRS employee is being memorialized. It is possible that IRS personnel could mistake what a person says, which could even result in an indictment for making a false statement to a federal officer. If you're already a year or two behind, why risk getting into more trouble by interfacing with the IRS yourself?

Tax law is an extremely complex field. For more than 100 years now, tax lawyers have been finding ingenious ways of helping their clients avoid tax, and the tax writers have come up with equally ingenious ways of eliminating those loopholes. With all that legislation on the books, it takes somebody who specializes in tax law and keeps up with it on a regular basis to know what to do when the IRS comes calling.

What to look for in a tax lawyer

Hiring a tax lawyer is perhaps the most important decision you'll have to make when dealing with the IRS. If you hire a lawyer with insufficient training and experience, he can take your money and not even know what he's doing. When you're already behind on taxes, this lack of experience can get you into even deeper trouble.

Most people go to accountants about tax problems. Unfortunately, accountants are not trained in how to handle real litigation. They also have only a very limited confidentiality privilege, a huge problem when you're dealing with the IRS because you've fallen behind.

Look for a lawyer who has a specialized degree in taxation, and preferably graduated from a nationally recognized law school like the NYU School of Law. You should also look at peer-reviewed ratings like those published by Martindale-Hubbell, or seek recommendations from judges and other lawyers. When you're dealing with the IRS, you need a tax lawyer who knows what he's doing, and has the credentials to back it up.

If you're too far behind on your taxes, the only person you can talk to about fixing it is a tax lawyer. Don't put your livelihood at risk by declaring yourself a tax denier or trying to interface with the IRS yourself. If you're behind on your taxes, find a reputable tax lawyer today and save yourself and your business.

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Income Tax Attorney - Guides In All Disputes Related To Income Tax

You should be able to find several indispensable facts about income tax attorney in the following paragraphs. If there's at least one fact you didn't know before, imagine the difference it might make.

When you are in need of professional help to settle income tax returns related disputes, you must hire an income tax attorney. Had related procedures, paperwork, legal actions and formalities been uncomplicated, then tax payers would cover up the entire process by themselves. Moreover, income tax payment marks significant aspect of payers' finances, therefore, issues and legal procedures related to this require close attention. Giving close attention is the main job of income lawyers, whether for filing tax returns or representing clients during court trials. Online portals consisting of different attorneys are shortcut path to get income tax attorneys through just a few clicks on your mouse.

Why Is It Important To Hire Income Tax Attorneys?

An income tax attorney provides legal advice on the income limit and the amount of income that is payable. These legal representatives are well equipped with the knowledge, work experience and expertise to guide their clients on the processes of calculating deductions on the income tax. They also guide clients in obtaining rebates for certain dues. These professionals also take over the task of filing their clients' returns in proper manner.

Now that we've covered those aspects of income tax attorney, let's turn to some of the other factors that need to be considered.

Now, paying of dues does not end the entire procedure. After a payer paid his/her income tax, he is needed to file a return. Filing returns helps payers to check whether he/she has paid the right amount of tax or whether it was calculated on less or more amount than required. You hire a helping hand of a levy attorney to help you in work ranging from paying of dues to filing returns. These attorneys will show you ways of making correct payment, which in future, will save you from charges with levy evasion. They will also guide you on applying for a refund, if you have paid an excess amount.

Get Special Benefits Of Income Tax Returns With A Tax Attorney


Most of us remain unaware of special benefits associated with the specific laws. There are some special benefits which get accumulated through exemption. People like senior citizens, self employed people such as contractors, consultants, freelancers etc, are liable to pay self employment tax in conjunction with regular income tax. By consulting an lawyer, you can take advantage of levy exemptions and credits that are due to this class of levy payers. Besides suggesting correct measures of returns, these legal representatives also fight for their clients when they are charged with frauds, tax evasion or other criminal proceedings.


As your knowledge about income tax attorney continues to grow, you will begin to see how income tax attorney fits into the overall scheme of things. Knowing how something relates to the rest of the world is important too.

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Business Tax Attorney - Avoid Unwanted Tax Inspections With A Business Tax Attorney

In today's world, it seems that almost any topic is open for debate. While I was gathering facts for this article, I was quite surprised to find some of the issues I thought were settled are actually still being openly discussed.

Business tax is an inevitable expense that any business organization would want to minimize legitimately in order to maximize their profits and this is where a business tax attorney comes into picture. Yes, it is only the job of a business tax attorney who has an experience of handling business-tax related issues and disputes. These attorneys can help you understand the intricate aspects of tax planning and running a business without making any discrepancies. They also are skilled enough to counsel individuals running businesses in case of litigation.

How Much Important Is It To Hire Business Tax Attorneys?

Business tax regulations in the US laws are found to be highly complicated by owners because of a wide range of laws including trade taxes. Taxes which owners are liable to pay range from sales, international business, local laws, federal laws, property, employment tax etc. Therefore, if you are about to launch a new company, you must appoint a knowledgeable and expert trade tax lawyer who can give you sound legal advice pertaining to business taxes. These people will guide you in planning to enable you enjoy several benefits of tax like exemptions, rebates etc.

Think about what you've read so far. Does it reinforce what you already know about business tax attorney? Or was there something completely new? What about the remaining paragraphs?

Hiring business attorney will benefit you as a owner in several ways. Following are some of the instances -

* New owners can plan the structure of their commerce, also get to learn how to handle and reduce hassles with the government department with the help of the legal representative.
* Established company owners can restructure their businesses in order to find out scopes of minimizing amount of payable.

* These lawyers are helpful in running your business smoothly through the complications of planning processes related to mergers, acquisitions, ownership, contracts, international investment, lease agreements and joint venture etc.
* While your industry is being audited by the IRS, your attorney will represent you. He will help in negotiating throughout the court settlements with the authorities on your behalf.
* Even if the authority wants to go ahead and initiate proceedings, these lawyers represent their clients to reach at a beneficial arrangement of the issue.

Online attorney companies have attorneys related to your specific problem. Browse through these companies and compare on the basis of the fees charged, experience in handling cases, professional credentials etc, to appoint the best business tax attorney for the growth of your business.

As your knowledge about business tax attorney continues to grow, you will begin to see how business tax attorney fits into the overall scheme of things. Knowing how something relates to the rest of the world is important too.

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What You Should Look for in a Business Tax Attorney

If you're seriously interested in knowing about tax attorney, you need to think beyond the basics. This informative article takes a closer look at things you need to know about tax attorney.

The more authentic information about tax attorney you know, the more likely people are to consider you a tax attorney expert. Read on for even more tax attorney facts that you can share.

No one plans to rack up tens of thousands of dollars of debt with the IRS when they open their business. Most of these problems start small. Little things, like maybe forgetting taxes for one or two payroll periods. Eventually things spiraled out of control. Now you're up to your eyeballs in debt to the IRS with no idea where to turn for help. For serious tax problems, including large IRS debts, payroll and other employment tax problems, you need a tax attorney.

Here are some tips for finding an attorney who can successfully go to bat for you against the IRS. Why you can't go with a typical lawyer Tax law is one of the most complicated fields of law. Taking one or two tax law classes in law school doesn't give an attorney the training or experience necessary to represent you effectively against the IRS. It would be like going to an obstetrician for brain surgery. They're both doctors, yes, but with very different specialties. Good tax lawyers know the IRS's rules, and they can use those against them.

They have specialized data bases/libraries they subscribe to and know how to utilize to have access to the very complicated, and constantly changing, laws and rules governing tax laws and procedures. The stakes are too high to gamble on a lawyer without these specialized tools, training and experience in tax law. If things go wrong, the business you've worked so hard to build could be shut down.

You personally could even go to jail. Your CPA can't help you, either
CPAs know the day-to-day accounting stuff needed to run a business and to file its tax returns. But when it comes to actually going head-to-head in controversies with the IRS, you need someone with both real litigation training and experience and a broad knowledge of how to deal with tax problems. Also, be advised: you have no confidentiality privilege covering potential criminal liability with your CPA. In fact, your accountant is required by law to disclose certain accounting errors, which may land you in even bigger trouble. Consider the ramifications of having your CPA called in as the star witness against you if your case goes to trial. Look for specialized education Diplomas don't lie.

Look for specific tax experience and training. Look for a lawyer that specializes in tax law, and preferably one who graduated from a highly-rated law school, such as NYU School of Law. Try to find a lawyer with a Master's law degree specializing in tax law (LL.M. in Taxation). Make sure they are staying current in their field as well. Laws constantly change, and you want to make sure your business doesn't suffer with a tax attorney who's behind the times. References count Ask around. If you know a good lawyer or judge you trust, ask if he or she knows someone who specializes in tax cases who he or she feels comfortable recommending to you. If you have a dangerous or complicated controversy with the IRS, your tax lawyer should also have extensive litigation experience, though very few do. You need someone who has real training and experience in dealing with conflicts and proceedings with someone who's after you.

A significant reason why the IRS settles is because they have to consider the hazard of litigation. They are going to want to get things settled and avoid a lengthy court battle -- but only if your case poses a risk to them. You need a credible threat of being able to go to court and really stand up to the IRS to get leverage to make them settle.

Of course, it's impossible to put everything about tax attorney into just one article. But you can't deny that you've just added to your understanding about tax attorney, and that's time well spent.

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