Many different situations can lead to a business sale or purchase. A company's owner or partner may want to transfer ownership through a business succession plan. An entrepreneur may want to purchase a business that is already in full operation rather than start their own business from the ground up. One business may merge or acquire another business. For each situation, there are specific legal requirements that must be satisfied. Failure to adhere to the legal requirements and deadlines may result in frustrations that impede the sale or purchase of a business. Working with a business law attorney will ensure that your business sale or purchase in Louisiana is completed successfully.

At Business Law Group, our business law attorney in Orleans Parish provides legal assistance to startups, business owners, partners, and shareholders. Whether you want to purchase or sell a business, our team will guide you through all the steps and proactively address any legal or financial issues. Contact us at (504) 446-6506 to schedule an Online Consult to make sure the right procedures are followed.

The Process to Buy or Sell a Business in Louisiana

Despite its size, buying or selling a business can be complex. While the specific process varies depending on the circumstances, some key steps in the sale process exist.

What's the Business Worth?

An independent business valuation is an essential step for both the seller (to ensure they're seeking a realistic price) and the buyer (to make sure they don't overpay).

While it's possible to run some general numbers yourself, many people seek the services of a professional business appraiser to value the business. Business valuation can be a complex process with several different ways to approach it.

A business valuation typically considers a number of factors and business operations, including:

• Business assets
• Future earnings
• Capitalization
• Book value
• Other financial metrics
• Business debts and liabilities

Of course, getting the best and most accurate appraisal will benefit both the seller and the buyer.

If You're Selling: Three Legal Issues to Consider

It's important to seek advice from a business attorney on these issues.

If You're Buying: Three Legal Issues to Consider

A business lawyer is best placed to provide expert advice on dealing with these issues.

How Will a Business Lawyer Help When Selling or Buying a Business?

Whether you're a buyer or a seller, a business lawyer can help you navigate the transaction and any potential legal issues that arise during it. They can represent your interests during the negotiation process and ensure all sale documents are drafted correctly and legally binding.

Importantly, a business lawyer can run the necessary due diligence on the sale and help prevent any business disputes from arising in the future.

Mergers & Acquisitions

Mergers and acquisitions in Louisiana can be an important strategy to fulfill a number of company goals. You could be a small company or a large one, and a merger or acquisition can still benefit you. On the other hand, mistakes during a merger or acquisition are often made, and these can lead to delays, conflict, and litigation.

At Business Law Group, our mergers and acquisitions attorneys in New Orleans are here to help you work towards a smooth transition to avoid merger and acquisition problems. Further, we can assist with all other business matters that you might need after the merger or acquisition. Contact us today at (504) 446-6506 to schedule a consultation or use this link to schedule.

What Are Mergers and Acquisitions of Businesses?

Mergers and acquisitions (M&A) is an umbrella term used to describe when either (1) two or more businesses merge or consolidate; or (2) one business acquires another business.

While often discussed in the context of large conglomerates or multinational corporations, M&As can involve businesses of any size, including small businesses.

Before entering into an M&A, it's essential to draft a detailed purchase agreement. This document includes important information about the event, such as:

• The businesses' details
• What assets or stock are being purchased
• A list of the assets and liabilities of the business being bought (in an acquisition) or both businesses (in a merger or consolidation)
• The level of access each party will have to the other's financial information for due diligence
• Any other terms of the agreement

This agreement is important and can be a source of profit or problems. At Business Law Group, our M&A attorneys will review, draft, and negotiate a strong agreement with terms and conditions clearly and thoroughly outlined.

Should Your Business Consider an M&A in Louisiana?

There are several reasons why an M&A may be relevant to your business. A merger or acquisition could allow you to:

Entering into an M&A is a significant decision to make in the life of a business, so it's important to carefully reflect on your reasons for doing so.

Five Things to Consider Before a Merger or Acquisition in Louisiana

In addition to being clear on your goals, there is a range of considerations to turn your mind to before entering into an M&A agreement. Listed below are a few of these considerations.

1. Business valuation. Get a formal appraisal first to know what you're actually negotiating over.
2. Good standing. Confirm the other party is in good standing in its state of formation — problems here can derail the paperwork later.
3. Company culture. Plan for how to merge two different workplace cultures, not just two balance sheets.
4. Intellectual property. Check that the business's trademarks, copyrights, and patents are properly protected, and confirm there's no outstanding IP dispute against it.
5. Anti-money laundering. If either business operates abroad, confirm neither engages with banned individuals or companies.

Even for small businesses, M&As can be complex, lengthy, and potentially risky business transactions requiring a large amount of due diligence. For these reasons, it's worth seeking professional financial and legal advice before entering into an M&A.

Contact an M&A Attorney in New Orleans Today

Mergers and acquisitions can be a strategy for growth, but to do it right, you must plan and consider all the legal implications. At Business Law Group, our mergers and acquisitions lawyer in Louisiana provides comprehensive business services to our clients. If a merger or acquisition is in your future, we will guide you through the process and act proactively.

Contact us by filling out the online form or calling us at (504) 446-6506 to schedule a consultation. We are here to provide competent, quality business legal services that give your company a competitive edge.

Franchises

Franchises in Louisiana offer great opportunities for business owners or people who want to be business owners. We have all at one point or another done business with a franchise, whether that was to purchase food, other merchandise, or participate in some activity. But the laws pertinent to franchises can be complicated. Plus, there are federal and state laws to contend with. Failure to comply or uphold your responsibilities as a franchisor or franchisee can break your business.

At Business Law Group, our franchise lawyer based in Orleans Parish handles all types of franchises and can help you make sure you are in compliance and proactive about your legal responsibilities. We not only offer legal services but peace of mind that your business will have the foundation it needs to grow. Contact us today at (504) 446-6506 to schedule an Online Consult and get your franchise business on the path to success.

Understanding Franchises

A franchise is a business model where one person (the franchisee) buys a license from another (the franchisor), allowing them to operate a business under the franchisor's business name, concept, and branding. Well-known franchises include:

• 7-Eleven
• Ace Hardware Corporation
• Dunkin'
• KFC
• McDonald's
• RE/MAX
• Taco Bell
• The UPS Store

A franchise contract, or agreement, sets out the respective rights and responsibilities of the parties, the length of the arrangement, and other terms and conditions. Under a franchise contract, a franchisee typically pays the franchisor an initial fee as well as ongoing licensing and marketing fees.

For franchisors, this model is a lower-cost way to expand into a new market or geographic area. Franchising is attractive for franchisees interested in starting a business and looking to increase their chances of success by buying into an established brand.

The law around franchises, especially franchise contracts, is complex and varies according to each state's jurisdiction.

Factors to Consider when Selecting, Buying, or Selling a Franchise in Louisiana

No one – at least you should not – makes a rash decision to select, buy, or sell a franchise. You have to do your due diligence. The research and analysis may take time, but it will be worth it in the end. As you decide what to do with regard to a franchise – whether that is to select the franchise, purchase a franchise, or sell one – here are some factors to consider.

Regardless of whether you are interested in buying or selling a franchise, you should seek professional legal and financial advice before entering into a franchise contract.

Elements of a Franchise

The elements of a franchise are dependent on state law, but generally speaking, there are three characteristics.

The combination of these three elements is not typical of any other business relationship.

Federal and State Franchise Laws

The franchise business is governed by both federal and state laws. An overview is given here, but it is important to have a thorough understanding of all the laws applicable in your jurisdiction because non-compliance can result in the end of your business.

Federal Laws

Franchisors must comply with the Federal Franchise Rule (16 CFR Parts 436 and 437), enforced by the FTC, which requires disclosure of key information about the franchise, its officers, and other franchisees before a sale.

State Laws

State law adds another layer on top: disclosure rules (what must be in the FDD), relationship rules (what legally counts as a franchise), and registration rules, which range from strict FDD-based registration to no state filing at all depending on where you operate. Speaking to a franchise attorney in Louisiana is the best way to make sure you're covered on both fronts, whether you're the franchisor or franchisee.

Legal Franchise Services in Louisiana

As your franchise attorney at Business Law Group, we offer a number of legal services. These services may vary depending on your franchise, whether you are the franchisor or franchisee, and in what stage of your franchise you are.

Common Reasons for Franchise Litigation in Louisiana

With all your best efforts, you may not always be able to avoid conflicts or disputes. Here are common causes for litigation in Louisiana.

• Breaches of contract — either party violating the franchise or a related vendor agreement.
• Disclosure violations — information withheld or misrepresented before the purchase.
• Encroachment — a peer franchisee operating where the agreement says they shouldn't.
• Franchisor fraud — investors or franchisees deceived about the opportunity.
• Payment disputes — franchisees failing to pay required fees.

The above are only examples, but there are countless reasons disputes arise, and having a working relationship with a franchise attorney in Orleans Parish can help you proactively resolve disputes or prepare you for when going to court is necessary.

Contact a Franchise Lawyer in Orleans Parish Today

Franchises are great opportunities for business owners. Whether your business needs help to file the appropriate paperwork, review agreements, or have representation during disputes, Business Law Group handles these matters with integrity and professionalism. Our franchise attorney in Orleans Parish provides legal services to franchise owners and prospective owners.

Contact us today by filling out our online form or calling us at (504) 446-6506 to schedule an Online Consult.

FAQ

How much is my business worth?

It depends on your assets, future earnings, capitalization, book value, and outstanding debts and liabilities, among other factors. Most owners get the most reliable number from an independent professional business appraiser rather than estimating it themselves.

Do I have to pay capital gains tax when I sell my business?

In most cases, yes — the sale of a business typically triggers capital gains tax on the difference between the sale price and your basis in the business. The exact tax treatment depends on how the sale is structured (asset sale vs. stock sale) and your specific situation, so you should consult a CPA or tax professional in addition to your business attorney before closing.

What's the difference between an asset sale and a stock sale?

In an asset sale, the buyer purchases specific assets and liabilities of the business, while the seller's business entity continues to exist (and can be dissolved afterward). In a stock sale, the buyer purchases ownership of the business entity itself, taking on all its assets, liabilities, and obligations. Which structure makes sense depends on tax consequences, liability exposure, and the specific assets and contracts involved.

How long does it take to buy or sell a small business in Louisiana?

Timelines vary widely depending on the complexity of the business, how organized the seller's records are, financing, and due diligence findings, but most small business sales take anywhere from a few months to close to a year from initial negotiations to closing.

Can I buy or sell a restaurant or bar without transferring the liquor license?

No. A liquor license is tied to the licensee and location, not automatically to the business itself, so a change of ownership generally requires a new or transferred ATC liquor license application. Failing to account for this in the purchase timeline is one of the most common mistakes buyers and sellers make with hospitality businesses in Louisiana.

Do I need a lawyer to buy or sell a business?

You're not legally required to have one, but the paperwork, due diligence, and negotiation involved in a business sale carry real financial risk if something is missed. A business attorney helps make sure the purchase agreement, disclosures, and closing documents actually protect your interests.