Business Purchase / Sale Questionnaire

Date of this Questionnaire*

About This Questionnaire*

Complete and submit this questionnaire to hire the Arizona business lawyer Richard Keyt and his law firm KEYTLaw, L.L.C. (the “Firm”) to prepare all of the documents needed to buy or sell: (i) all or a portion of the assets of an Arizona business, or (ii) all or a portion of the ownership interest in a limited liability company (membership interest), a corporation (stock) or a limited partnership (partnership interest). Use this Agreement only if the purchase/sale price of your transaction is $1,000,000 or less and the seller and the assets and business are located in Arizona. If your purchase or sale is for more than $1,000,000 call Richard Keyt at 480-664-7478 or his son attorney Richard C. Keyt at 480-664-7472 to discuss your transaction and the fee Richard will charge.

Buying / Selling a Business FAQs*

See Richard Keyt's article called "Legal Issues When Buying an Arizona Business - Frequently Asked Questions."

Business Purchase / Sale Services We Provide*

The Firm will prepare the following business purchase / sale documents for a fixed fee of $3,997 or $1,997 if the purchase price is under $100,000. Your transaction may not need all of the documents.

1.	Purchase Agreement: This is the contract between the buyer and seller that states all material terms and conditions of a transaction.
2.	Promissory Note: The Promissory Note evidences the amount due to the seller after closing of the sale and the repayment terms.
3.	Security Agreement: This document creates a lien on personal property purchased by the buyer to secure payment of the Promissory Note. It needs a UCC-1 Financing Statement.
4.	UCC-1 Financing Statement: This document must be filed with the Arizona Secretary of State to perfect a lien on personal property of an Arizona buyer. It is the equivalent of recording a lien on real property with the county recorder.
5.	Bill of Sale: This is the document that evidences the transfer of personal property from the seller to the buyer. It is the equivalent to a deed for real property. It is a must have document when you buy assets that are personal property.
6.	Deed of Trust: This document creates a lien on real property to secure payment of the Promissory Note. It must be recorded in the Arizona county where the encumbered real property is located.
7.	Personal Guaranty: This document obligates the signer(s) to pay the Promissory Note if the buyer defaults.
8.	Amendment to Articles of Organization: Required when a buyer becomes a member and/or manager of an Arizona LLC purchased by the buyer. This document is filed with the Arizona Corporation Commission to change its records to show that one or more old members or managers are out and the buyer is in as a member and/or manager.
9.	Noncompete Agreement: The seller and/or seller affiliated parties promise not to compete with the business being sold for a period of time within a defined territory.
10.	Consulting / Employment Agreement: Necessary if any seller or seller affiliated party is to provide any consulting services or work for the buyer after the sale.
11.	Consent of Landlord to Assignment of Lease: If the business being purchased has leased premises and the lease gives the landlord the right to approve a new tenant or a change in ownership or control of the seller, the buyer must get the landlord's consent to assigning the Lease or the buyer could be evicted from the premises.
12.	Landlord Estoppel Certificate: This is a document the buyer should ask the landlord to sign because it asks the landlord to confirm the Lease is not in default and the other important terms of the Lease such as rent.
13.	Assignment of Lease: This is the document that actually transfers the seller's interest as a tenant in the Lease to the buyer. It makes the buyer the new tenant under the Lease.
14.	Resolutions Authorizing the Transaction: Whenever the seller or the buyer is an entity, the other side must obtain resolutions from the entity's members (if it is an LLC) or board of directors (if it is a corporation) that authorizes the entity to enter into the transaction and related agreements and names the person who signs documents for the entity.

The fixed fee includes unlimited consultations and telephone calls at no additional charge up to the delivery of the first draft of all of the documents. The fee also includes one hour of attorney time after we deliver all of the documents to answer questions about the documents and make changes you request. If we spend more than one hour of time after we deliver all the documents to you, we will charge for additional attorney time based on the hourly rates of our attorneys. Most transactions do not require additional attorney time unless the other side requests substantial changes and you agree to make the changes.

We will bill you for any additional services not specified in this Agreement on an hourly basis for time spent in connection with the services rendered. Current hourly rates of KEYTLaw attorneys are: (i) Richard C. Keyt - $295 (he will have primary responsibility for preparing and editing the documents, and (ii) Richard Keyt - $395.

Fee for Our Business Purchase/Sale Services*

$3,997 because the purchase price is $100,000 or more, but less than $1,000,000.
$1,997 because the purchase price is less than $100,000

Who Will Richard Keyt Represent?*

Buyer
Seller

Information About the Contact Person

Please tell us about the person who we will work with in preparing the documents.

Contact Person's Name*

First Middle Last Suffix

Contact's Mailing Address*

Street Address Address Line 2 City State ZIP Code

Contact's Phone Number*

Contact's Email Address*

Enter Email Confirm Email

Is the Contact Person with the Buyer or Seller?*

Buyer
Seller

Buyer's Information

The buyer should be an existing limited liability company or a new LLC formed for the purpose of buying the business.

Which Statement Applies to Buyer?*

Buyer is an existing entity
Buyer will be a new LLC to be formed by Richard Keyt
Buyer will be a new LLC formed by someone other than Richard Keyt
Buyer is one person, a married couple or group of people
Buyer is a trust

Complete Our Online Questionnaire to Form the LLC*

To hire Richard Keyt to form an Arizona limited liability company to be the buyer of the business or assets complete and submit our online LLC Formation Questionnaire.

Buyer's Legal Name*

Buyer Was or Will Be Formed in Which State?*

Name and Title of the Person Who Will Sign for Buyer?

Who will sign the documents on behalf of the buyer and what is the signer's title? For example, (i) Homer Simpson, Manager, (ii) Homer Simpson, Member, (iii) Homer Simpson, President.

Buyer's Mailing Address*

Buyer's mailing address is the same as the contact person's address.
Buyer's mailing address is not the same as the contact person's address.

Buyer's Mailing Address*

Street Address Address Line 2 City State ZIP Code

Seller's Information

What is the Seller?*

one person
husband and wife
limited liability company
corporation
limited partnership
limited liability partnership
limited liability limited partnership
trust

Seller's Legal Name*

Seller's Spouse's Legal Name*

What is the Legal Name of the Company?*

In What State Was the Company Formed?*

Name & Title of the Person Who Will Sign for Seller?*

Enter the name of the person who will sign the contract for the Seller and his or her title. For example, Homer Simpson, President or Marge Simpson, Manager.

Name of the Trust*

Name of the Trustee or Trustees*

Date of the Trust Agreement*

Seller's Mailing Address*

Seller's mailing address is the same as the contact person's address.
Seller's mailing address is not the same as the contact person's address.

Mailing Address of Seller*

Street Address Address Line 2 City State ZIP Code

Transaction Information

What is Buyer Buying?*

Assets
Membership Interests of an LLC
Corporate Stock
None of the above

Describe What Buyer is Buying*

What is the Purchase Price?*

Will the Buyer Pay any Earnest Money Before Closing?*

No
Yes

Amount of Earnest Money*

Who Is the Earnest Money Paid to?*

Escrow Agent
Seller
None of the above

Who Is the Escrow Agent?*

an escrow company selected by Richard Keyt
an escrow company not selected by Richard Keyt

Who Gets the Earnest Money?*

When is the Earnest Money Due?

On signing the purchase / sale agreement
Within ten days of signing the purchase / sale agreement
When the free look period ends
On or before a specified date

On What Date is the Earnest Money Due?*

How Much Cash is Due at the Closing?*

Will Any Part of the Purchase Price be Paid After Closing?*

Yes
No

How Much of the Purchase Price is Paid After Closing?*

What are the Payment Terms of the Promissory Note for the Balance Owed After Closing?*

Enter the payment terms such as how many payments, are they monthly or quarterly or annually, maturity date, interest rate charged, if any. For example, the note will be paid in 60 monthly installments of $X/month with interest at five percent per annum.

Will the Promissory Note Be Secured by a Lien on Any of Buyer's Property?*

Yes
No

Seller Will Get a Lien On Which of the Following?

the assets, LLC membership interest or stock to be sold
Buyer's home
Other real estate owned by Buyer
One or more other assets

What is the Address of All Property on Which Seller will get a Lien?*

Explain What Assets Seller Will Get a Lien On

Will the Promissory Note be Guaranteed?*

If the Buyer defaults on the Promissory Note do you want one or more other parties to guaranty payment of the Note?

Yes
No

Who Will Guaranty Payment of the Promissory Note?*

Enter the legal name(s) of any person or entity that is to guaranty payment of the Promissory Note. Warning: Arizona law provides that if an Arizona couple is married and only one of them signs the Guaranty the creditor cannot reach their community property.

Will the Closing be on a Specific Date?*

The closing will be on a specific date
The closing will not be on a specific date

What is the Closing Date?*

When will the buyer take title to the assets or business?

Explain When the Closing Will Occur*

Will the Buyer Have a Free Look Period for Due Diligence?*

A free look period is a period of time after the contract signed during which the buyer performs due diligence. If the buyer decides the buyer does not want to purchase, the buyer can cancel the contract before the end of the free look period and get a refund of all earnest money except earnest money that has become non-refundable.

Yes. The Buyer will have a free look period
No. The Buyer will not have a free look period

How Long is the Free Look Period?

ten days
twenty days
thirty days
forty-five days
none of the above

Explain When the Free Look Period will End*

Is Buyer Acquiring a Lease from Seller?*

Yes
No

Landlord's Name

Date of the Lease

Send Richard C. Keyt a Copy of the Lease*

Send Richard C. Keyt a copy of the lease by emailing it to [email protected]

Is the Lease Guaranteed?*

Did any person or entity sign a guaranty in which the signer promised to pay any money owed on the lease?

Yes
No

Should the Buyer Assume the Tenant's Obligations Under the Lease?*

Yes
No

Does Buyer Require Anybody to Sign a Noncompete Agreement?*

Yes
No

Who Must Sign a Noncompete Agreement?*

Give the name or names of all parties that are to sign a Noncompete Agreement and promise not to compete against Buyer.

Does Buyer Require Anybody to Sign a Consulting Agreement?*

Yes
No

Who Must Sign a Consulting Agreement?*

Give the name or names of all parties that are to sign a Consulting Agreement. Also state the terms and conditions of the agreement such as the term, amount of of compensation and hours to be worked each day or week.

Which Choice Applies to this Transaction?

Neither Buyer nor Seller has any contingencies that must be satisfied before becoming obligated to close
Both Buyer and Seller have one or more contingencies that must be satisfied before becoming obligated to close
Only Buyer has one or more contingencies that must be satisfied before becoming obligated to close
Only Seller has one or more contingencies that must be satisfied before becoming obligated to close

Explain Seller's Contingencies*

List below any conditions or contingencies that apply to seller. For example, the seller may require buyer to enter into a new lease for premises or alternatively get landlord's consent to assign lease to buyer. Contingencies are items that must be satisfied or seller is not obligated to close.

Explain Buyer's Contingencies*

List below any conditions or contingencies that apply to buyer. Contingencies are items that must be satisfied or buyer is not obligated to close. For example, the buyer should require that buyer enter into a new lease for premises or alternatively get landlord's consent to assign lease to buyer. Another condition is that buyer apply for and obtain a loan on terms and conditions acceptable to buyer.

Do You Have any Additional Information about this Transaction?*

Yes
No

Additional Information about the Transaction

Enter any other important terms and conditions or facts about the transaction.

Possible Additional Fees

You will be charged for judgment & lien searches made on the seller(s) and the business. Judgment and lien searches are mandatory because you do not want to buy the business or assets and learn after closing that a creditor has a judgment or lien on the business or assets. These searches are usually about $200 for each person or entity searched. If you will be assuming or be subject to a new or existing lease and you want us to review the lease we can do so, but you must first send us a copy of the proposed lease. We will then give you a fixed fee for our review service. Search and lease review fees are in addition to the fee to prepare the sale documents. If we do any searches or review a lease we will bill for these fees separately.

How to Pay $3,997*

Go to our secure order page to pay using your major credit card. You may also give us your credit card information by calling our legal assistant at 480-664-7846.

How to Pay $1,997*

Go to our secure order page to pay using your major credit card. You may also give us your credit card information by calling our legal assistant at 480-664-7846.