How much does a lawyer cost to buy or sell a business in El Paso?

We quote a flat fee after reviewing the letter of intent, scaled to the deal's size and complexity: a straightforward asset sale of a small shop costs much less than a seller-financed franchise resale with a liquor license and real estate. The fee covers drafting, searches, negotiation and closing. Third-party costs such as UCC search fees, the Comptroller certificate, lien releases and escrow are separate and disclosed upfront.

Should I buy the assets or the LLC itself?

Buyers usually prefer an asset purchase: your new El Paso entity takes the equipment, name and customers and leaves the seller's unknown debts, tax history and lawsuits behind, and you get a stepped-up tax basis. Sellers often prefer selling the entity for capital gains treatment and a clean exit. An equity purchase becomes necessary when key contracts, licenses or government vendor registrations cannot be assigned. We weigh both with your CPA before drafting.

Do I have to go to court to buy or sell a business?

No. A business sale is a private transaction between the parties. Filings go to the Texas Secretary of State for lien releases, name changes or new entities, the Comptroller for tax clearance and sales tax accounts, and licensing agencies for permit transfers, but never to a court. The purchase agreement's indemnity, escrow and dispute-resolution clauses exist so that if something goes wrong after closing, it is resolved by negotiation rather than in the El Paso County courts.

Am I responsible for the seller's unpaid taxes if I buy a business in Texas?

You can be. Under Section 111.020 of the Texas Tax Code, a purchaser of a business or its inventory must withhold enough of the purchase price to cover the seller's unpaid sales, franchise and other state taxes until the seller produces a certificate from the Comptroller showing none are due. Buyers who skip this step become liable up to the purchase price. We request the certificate and hold funds in escrow until it arrives.

What happens to the employees when a business is sold in El Paso?

In an asset sale the seller's employment ends at closing and the buyer decides whom to rehire, typically with new offer letters, a new Texas Workforce Commission account and fresh I-9 forms. Accrued wages and any promised vacation pay are the seller's responsibility and should be settled at closing. In an equity sale employment continues uninterrupted. Either way, the agreement should say who is responsible for pre-closing wage, overtime and unemployment claims.

Business Purchase & Sale Lawyer El Paso

Buying or Selling a Business in El Paso — Flat-Fee Agreements and a Clean Closing

From letter of intent to closing, we structure the deal, draft the asset or membership interest purchase agreement, clear liens and Texas tax liabilities, and make sure you buy the business and not its problems.

Last reviewed by Robert Andrew Navar, Esq. · State Bar of Texas

Small businesses change hands in El Paso every week: a retiring owner sells the tire shop on Alameda to a longtime employee, a family buys an established restaurant franchise, a trucking company acquires a competitor's trucks and customer contracts, a dentist buys a practice near Hospitals of Providence. These deals rarely involve investment bankers, but they involve life savings, SBA loans and personal guarantees. The buyer needs to know exactly what is being purchased and what debts, taxes and lawsuits come with it. The seller needs to get paid, be released from the lease and guarantees, and avoid liability for what happens after closing. A written agreement handles both.

Most El Paso deals are structured as asset purchases, where the buyer's new LLC acquires equipment, inventory, the name, customer lists and the lease while leaving the seller's entity and its unknown liabilities behind; membership interest or stock purchases transfer the entity itself and are used when licenses, contracts or a Fort Bliss vendor registration cannot be reassigned. Texas repealed its bulk sales law, but Section 111.020 of the Texas Tax Code makes a buyer liable for the seller's unpaid sales and franchise taxes unless the buyer withholds enough of the price or obtains a certificate of no tax due from the Comptroller. A UCC lien search with the Secretary of State, IRS Form 8594 allocating the price, and a seller non-compete under Business and Commerce Code Section 15.50 round out the standard package.

The Law Office of Robert Navar represents buyers or sellers — never both in the same deal — on a flat fee set after reviewing the letter of intent. We draft or negotiate the purchase agreement, run the UCC, tax lien and litigation searches, request the Comptroller tax clearance, prepare the bill of sale, assignment of lease and contracts, seller note and security agreement if the seller finances part of the price, and the non-compete and transition consulting agreement. Closing happens at our El Paso office or by electronic signature; no court is involved at any point. Buyers who close on a handshake and a one-page bill of sale routinely inherit tax liens, equipment loans and employee claims they never knew existed. A real agreement is what keeps the deal from becoming the dispute.

Due diligence: what to check before buying an El Paso business

Before money changes hands we review three years of tax returns and financials, the lease and whether the landlord will consent to assignment, equipment titles and any liens filed with the Secretary of State or El Paso County Clerk, pending lawsuits in the El Paso County courts, employee and contractor arrangements, the Comptroller sales tax account, and any licenses that must be transferred or reissued — a TABC permit for a bar, a City of El Paso health permit for a restaurant, an FMCSA authority for a carrier. For a franchise resale, the franchisor's right of first refusal and transfer fee are checked early. Findings become price adjustments, escrow holdbacks or walk-away rights in the agreement.

Seller financing, earn-outs and the seller's non-compete

Many El Paso sales close with the seller carrying a note for part of the price. That requires a promissory note, a security agreement with a UCC-1 filed against the business assets, and often a personal guaranty from the buyer, so the seller can recover the business if payments stop. Earn-outs tie part of the price to future revenue and need precise accounting definitions to avoid fights. The seller's covenant not to compete is enforceable in Texas under Section 15.50 when reasonable in time, area and scope; a five-year, El Paso County restriction on a retiring owner is typical. Sellers should also negotiate release from the lease and any SBA or bank guarantees at closing.

What's included

Deal structure advice: asset purchase versus membership interest or stock purchase, and tax allocation on IRS Form 8594
Letter of intent review and a customized asset or equity purchase agreement under Texas law
UCC, tax lien and litigation searches with the Texas Secretary of State and El Paso County records
Comptroller certificate of no tax due request and successor liability protection under Tax Code Section 111.020
Closing documents: bill of sale, assignment of lease and contracts, resolutions, and seller note and security agreement when applicable
Seller non-compete, non-solicitation and transition consulting agreement compliant with Section 15.50
Closing coordination with the landlord, lender, CPA and licensing agencies, and a post-closing checklist

How it works

Letter of intent and structure

We review or draft the letter of intent, decide between an asset and an equity deal with your CPA, identify licenses and contracts that must transfer, and quote a flat fee for the whole transaction.

Due diligence and agreement

We run lien, tax and court searches, request the Comptroller tax clearance, review financials and the lease, and negotiate the purchase agreement with the other side's attorney or broker over two to four weeks.

Closing

Documents are signed at our El Paso office or electronically, funds move through escrow or directly, liens are released, the lease is assigned and keys change hands. You leave with a full closing binder.