Acquiring a Sole Proprietorship
I'm evaluating the acquisition of a bookkeeping practice that is currently operated as a sole proprietorship (no LLC or corporation), and I would be acquiring the assets through an S corporation.
I'm interested in the practical legal and operational aspects of the transition. For those who have acquired a sole proprietorship, how did you navigate the following, and are there any other issues I should be considering?
• Client contracts – Were engagement letters assignable, or did you need clients to execute new agreements?
• Employees (including insurance and retirement benefits) – Did you terminate and rehire employees under the new entity, or use another approach? Were there any unexpected employment, payroll, or benefits issues?
• Vendor contracts and software (i.e. Quickbooks, Gusto, etc.) – Which agreements transferred smoothly, and which needed to be terminated and re-established?
• Other transition items – Were there any surprises related to the DBA, bank accounts, business licenses, insurance, or other assets that were legally owned by the individual rather than a business entity?
I'd also appreciate any lessons learned or issues you wish you'd identified earlier during diligence.
This will likely be structured as an SBA financed asset purchase, so I'm especially interested in hearing from anyone who has completed a similar transaction.
Thank you in advance for any insights.