ADQUISICIÓNINSIGHTS

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Debts and hidden liabilities in a business acquisition

An advert saying “debt-free” does not replace checks with tax, social-security, banking, litigation and contractual records.

If a seller immediately opens an identical business next door, the transferred customer base and the value paid may be affected.

Even a small reservation deposit can create a costly dispute if nobody has agreed what happens when financing fails or a legal problem emerges.

A buyer needs evidence, but the seller may reasonably avoid disclosing major customer identities during an introductory conversation.

A letter of intent can structure diligence before final commitment, but certain clauses may already bind the parties when signed.

The same sale price can have different tax implications depending on whether shares, assets or a complete business are transferred.

An experienced team can be the business's greatest asset, yet employment costs, contracts and continuing obligations also need review.

Premises may be licensed for one activity but not for the buyer's intended use. Check local requirements before paying.

A restaurant being open today does not guarantee the buyer can retain its lease terms: examine assignment clauses and the contract.

With a share deal, historical liabilities may remain within the company; in an asset deal the exact transferred perimeter must be defined.