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Barrister
Barrister, Attorney
Category: Business Law
Satisfied Customers: 34272
Experience:  16 years practicing attorney, JD, BA, MBA
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I have an Offer to Purchase that I want to give a seller of

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I have an Offer to Purchase that I want to give a seller of a small business. However, I will be forming a corporation and want it to buy the business. Since it is not formed yet, the Offer has my name and the assignment wording of: "xxxxxx xxxxxx and/or assigns". Is this language sufficient to show that the corporation, not me personally, is buying the business? Or, should I wait until the corporation has its identity? The broker said the "assigns" wording is sufficient. Thanks, xxxxxx

Hello,

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Yes, including the language "and/or assigns" would legally allow you to transfer the contract to another entity to complete the purchase. I have had an identical transaction a few weeks ago where the initial buyer was personally on the purchase contract and we later just amended the paperwork to reflect that it was his LLC that was to be the ending actual purchaser.

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The seller won't care who is the ending purchaser, so shouldn't object to amending the contract once the corp. is legally formed. I would suggest making them aware of this just as a courtesy though. (my buyer didn't, but it didn't matter to my seller as they still received the purchase money.

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If you didn't want to bother with amending the purchase contract, you could just specify that the deed was to be titled to the corp. once you get it formed. Closings usually take several weeks or even sometimes months, so you should have plenty of time to get your corp officially formed in that time.

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thanks

Barrister

 

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