Buying or selling a business in New York

What the engagement covers

Most deals follow the same arc: a letter of intent sets price and key terms, due diligence tests what the buyer is actually getting, a purchase agreement allocates risk, and closing documents transfer the business. Auxo Law handles each step—drafting or reviewing the letter of intent, organizing diligence requests, negotiating the asset or equity purchase agreement, preparing disclosure schedules, and coordinating with lenders, brokers, and accountants so closing happens on a known timeline.

For sellers, the work starts before a buyer appears: cleaning up corporate records, confirming who owns what, and identifying issues a buyer's lawyer will find anyway. For buyers, the focus is on what you inherit—liabilities, contracts that need consent to assign, licenses that do not transfer, and tax exposure that follows the assets.

Typical scope

• Letter of intent drafting, review, and negotiation
• Due diligence request lists and review of key contracts, leases, and corporate records
• Asset purchase or stock/membership interest purchase agreements
• Disclosure schedules, bills of sale, assignments, and closing checklists
• Seller financing notes, non-compete and transition agreements
• Coordination with brokers, lenders, and the client's accountant

New York rules that shape a business sale

Several New York requirements affect how a deal is structured and when it can close. These are the ones that come up most often:

• Bulk sale notice for sales tax. When a business sells, transfers, or assigns its business assets in bulk outside the ordinary course, the buyer must notify the New York State Department of Taxation and Finance at least ten days before taking possession or paying, whichever comes first (Form AU-196.10). A buyer who skips the notice can become personally liable for the seller's unpaid sales tax. The Department may then direct the buyer to withhold part of the purchase price. Source: N.Y. Tax Law § 1141(c).
• Shareholder approval for an asset sale. A New York corporation selling all or substantially all of its assets outside the ordinary course needs board approval and a shareholder vote. The required vote depends on when the corporation was formed and what its certificate of incorporation says, so it should be confirmed early. Source: N.Y. Business Corporation Law § 909.
• Plant closing and layoff notice. Covered New York employers (generally 50 or more employees in the state) must give 90 days' notice before certain plant closings and mass layoffs—a stricter standard than the federal 60-day rule. A sale that ends employment for a group of workers can trigger it. Source: N.Y. Labor Law Article 25-A (§ 860 et seq.).
• LLC records and publication. Buyers acquiring a New York LLC should confirm the company completed its publication requirement and has a written operating agreement. A missed publication suspends the LLC's authority to carry on business until cured. Source: N.Y. LLC Law §§ 206, 417.

None of these are unusual, but each has a deadline or a vote attached. Building them into the timeline at the letter-of-intent stage keeps them from delaying closing.

This summary is general information, not legal advice for your situation, and the law changes. Ask about how these rules apply to your business.

How a New York deal runs remotely

Transactions run on documents, so a New York business sale is well suited to remote work. Drafts move by email with tracked changes, negotiations happen on video calls, and closing documents are signed electronically. Owners in Binghamton can meet in person at the office on Hawley St; owners elsewhere in the state work entirely by phone and video.

You deal with one attorney the whole way through. The person who negotiated the letter of intent is the same person reviewing the final disclosure schedules—no handoffs and no re-explaining the deal.

See the New York business attorney overview or read how virtual counsel works step by step.