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Asad Rahman
Asad Rahman, Attorney
Category: Business Law
Satisfied Customers: 2183
Experience:  Practicing Attorney with 10 years experience
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What forms or documents need to be filed with the State of

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What forms or documents need to be filed with the State of Texas , IRS or any government department if need be; for an asset based acquisition?We already have the the Business Sales agreement, we have an executed bill of sale, we have an affidavit of title for property sold. whats next?

IF it was real property then you want to record the sale in the county records where the property is located. You may also have a capital gains tax that is owed to the IRS. You should discuss that with your accountant/cpa. I assume you have the asset under some corporate entity in Texas?

Customer: replied 28 days ago.
Company "A" is a Texas formed corporation that provides scanners, printer, copiers and offers maintenance for these machines for local businesses. Acquiring Company "B" is a foreign corporation from Delaware, (planning on being a Texas domestic company soon by the end of the year).Company B will only be purchasing the assets : like computers, desk, chairs, etc. and the 1000 authorized shares. No real property will be purchased, because, Company A has leased office space.Where I'm confused and need more clarification is, what does the State of Texas need to recognize this asset purchase?

Nothing really. It is a private sale of assets not publicly traded securities. I'd need to review the paperwork to be sure all things are in order, but an asset purchase agreement is fairly simple. As for the stock purchase you need to look at your bylaws and see how to effectuate a sale so that one of your shareholders does not cry foul down the road.

Asad Rahman and 2 other Business Law Specialists are ready to help you
Customer: replied 27 days ago.
I will be happy to forward you the agreements; please attach your email. Regarding the bylaws and other working documents like minutes and even shares for Company A, there are none. Company was run very poorly and has little to no infrastructure documents.

a phone call may allow me to review all documentation and assist with the sale.