Meet Pacific Northwest Title’s business opportunity specialist. Jan Mann has 30 years’ experience in the escrow closing industry. She is exceptionally knowledgeable in all aspects of business asset and personal property transactions with or without real estate. Whether your transaction involves SBA financing or a seller carry-back contract, she can bring her extensive and seasoned experience to the closing table for you. Contact Jan today to assist with your business opportunity transaction. Even before the sales agreement is written, she would be glad to answer your questions and let you know what she looks for in a business opportunity transaction.

F.A.Q.

• Should I use a different kind of sales agreement for business opportunity transactions than I use for my real estate transactions?
• I’m getting ready to sell my business, and someone asked me if my personal property taxes are paid up to date. Does it matter if I haven’t filed personal property tax returns for my business in several years?
• I haven’t decided if I’m going to buy the business in my own name or in the name of a new company that I haven’t established. Do you need that information?
• The business that I am selling includes the land. Don’t I really just need one sale price?

Should I use a different kind of sales agreement for business opportunity transactions than I use for my real estate transactions?

Yes, it is probably a good idea. The sales agreement form used by most real estate brokers is written to address real property sales, and may not cover some of the issues that arise in business opportunity or personal property transactions. Often, many of the clauses of this typical sales agreement do not apply to business opportunity transactions – particularly if the transactions do not involve any kind of real property. It may be a good idea to obtain a sales agreement form specific to business opportunity or personal property transactions. One way to obtain that kind of form is to go to a legal publishing company website, like Stevens-Ness Law Publishing and search for “personal property sale”. Of course, Pacific Northwest Title always strongly recommends that you obtain legal counsel who can assist you in preparing a sales agreement that addresses all the needs of your specific transaction.

I’m getting ready to sell my business, and someone asked me if my personal property taxes are paid up to date. Does it matter if I haven’t filed personal property tax returns for my business in several years?

Yes, it does matter. The business’s personal property tax filings must be up to date before the transaction can be closed. Your closing can be delayed in you have not filed the most recent tax returns with your local county assessor. For more information about personal property taxes in Oregon, contact the Oregon Department of Revenue or the Assessment & Taxation department of the county in which your business is located. Also, you may file a Personal Property Tax Return with your local county.

I haven’t decided if I’m going to buy the business in my own name or in the name of a new company that I haven’t established. Do you need that information?

Yes, we need that information. It is important that all the final documents are consistent at closing. We may also request documentation or information about a company in order to verify that it is a legally established entity and to verify the principals to the company. Most importantly, the nature and structure of your company may have significant tax and legal consequences. Pacific Northwest Title strongly encourages you to consult with accounting & tax advisors and legal counsel when establishing a new company or purchasing a business.

The business that I am selling includes the land. Don’t I really just need one sale price?

No, a business opportunity sale is more complex than a real property sale. Usually, the purchase price for a home simply includes value of the land and the attached structure (real property). However, the purchase price for a business will frequently include the value of many different elements, depending on the transaction. Some or all of the following may be included in a business opportunity sale: personal property (such as equipment, inventory, etc.), real property (such as land and attached structures), “goodwill”, non-compete agreements and many others. It is always important to allocate the purchase price and determine how much of the price is designated for each of these items. Different IRS reporting regulations and title insurance practices apply to these different categories of property, and the valuations of the property must be accurate.