Uniform Commercial Code (UCC): Federal law governing commercial transactions, particularly Article 2 relating to sale of goods. Essential for structuring the sale agreement and understanding rights and obligations of parties.
Bulk Sales Laws: Laws governing the sale of substantial part of business inventory outside ordinary course of business. Though repealed in many states, still relevant in some jurisdictions.
Federal Tax Laws: Internal Revenue Code provisions governing business transfers, tax implications, and reporting requirements for business sales.
State Commercial Codes: State-specific variations and implementations of commercial laws affecting business transfers and sales.
Landlord-Tenant Laws: State and local laws governing commercial leases, including assignment, subletting, and landlord consent requirements.
Business Licensing Requirements: Federal, state, and local regulations regarding transfer of business licenses, permits, and certifications.
Employment Laws: FLSA, WARN Act, and state-specific employment laws affecting employee rights during business transfer.
Environmental Regulations: Federal and state environmental laws affecting business transfer, particularly relevant for certain industries or locations.
Contract Law Fundamentals: State contract laws, Statute of Frauds, and contract enforcement provisions essential for agreement validity.
Due Diligence Requirements: Legal requirements for UCC lien searches, tax clearance certificates, and bulk sale notifications.
Consumer Protection Laws: State consumer protection laws and Federal Trade Commission regulations affecting business transfers.
Securities Laws: Federal and state securities regulations if the transaction involves sale of business securities.
Antitrust Laws: Federal antitrust regulations to ensure the business transfer doesn't create monopolistic conditions.
Zoning Laws: Local zoning regulations affecting business operation in the leased premises.
