Can someone sell a business if they still have outstanding invoices?

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Can someone sell a business if they still have outstanding invoices?

Asked on July 28, 2011 Massachusetts

Answers:

FreeAdvice Contributing Attorney / FreeAdvice Contributing Attorney

Answered 10 years ago | Contributor

Yes, a business can be sold if it has outstanding invoices owed to it, or if the business owes payment on obligations to vendors. It is important that when a businessis being sold that a written agreement is drafted preferably by an experienced business lawyer setting forth what is being purchased and what is not being purchased

The agreement needs to be signed and dated by the buyer and the seller to be valid in most circumstances. One could sell certain assets to certain buyers and then dissolve the company. The same business might wish to sell all assets to one buyer and keep its accounts receivables.

If certain assets are being purchased, it is best to run a UCC search with the secretary of state where the business is operating to make sure there are no recorded liens on the items being purchased in that the liens may reduce the value of the item being purchased.


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