Arizona Business Purchase & Sale Attorney

What We Do for Arizona Business Buyers and Sellers

We represent one side of the deal — the buyer or the seller, never both — and we do the work that determines whether the transaction makes you money or makes you a defendant. Our business purchase and sale services include:

• Structuring the deal. Asset purchase or entity purchase is the first decision, not the last, because it changes nearly every other term. We explain the trade-offs on your facts before you sign a letter of intent.
• Drafting and negotiating the letter of intent. The LOI usually fixes price and structure. Once you have signed one, changing the structure looks like retrading the deal.
• Preparing the purchase agreement — asset purchase agreement, stock purchase agreement, or membership interest purchase agreement — with the representations, warranties, indemnities, survival periods, escrow holdbacks and closing conditions that fit the transaction.
• Reviewing the other side's draft and delivering a marked-up version with a written explanation of what each change does and why it matters.
• Negotiating the purchase price allocation so your IRS Form 8594 and the other side's match, and so the allocation produces the tax result you negotiated for.
• Preparing seller financing documents — promissory note, security agreement, UCC-1 financing statement, stock or membership interest pledge, and personal guaranties.
• Preparing ancillary agreements — covenants not to compete, non-solicitation agreements, consulting and employment agreements, lease assignments and landlord consents, and bills of sale.
• Due diligence support. Lien, judgment, UCC and bankruptcy searches, entity and good-standing verification, contract review, and a written list of what we found and what it means.
• Forming the acquisition LLC. Buyers should never buy a business in their own name. We form the Arizona LLC, prepare its operating agreement and get it ready to close.
• Closing. Closing checklist, closing binder, escrow instructions, and the assignments, consents and resolutions that actually transfer what you paid for.

Our Four Free Guides to Buying and Selling an Arizona Business

Before you call us, read these. They are free, they are detailed, and they will make your first conversation with a lawyer far more productive.

Documents We Prepare

What a deal needs depends on how it is structured. This is what a typical closing binder contains.

Category	Documents
Asset purchase	Asset purchase agreement, bill of sale, assignment and assumption agreement, assignments of contracts, leases, intellectual property and domain names, landlord consent to assignment, purchase price allocation exhibit, vehicle and titled-asset transfers.
Entity purchase	Stock purchase agreement or membership interest purchase agreement, assignment of interests, amended operating agreement, resignation and appointment of officers, managers and members, updated entity records, change-of-control consents.
Seller financing	Promissory note, security agreement, UCC-1 financing statement, membership interest or stock pledge agreement, personal guaranty (both spouses), subordination agreement if there is a bank or SBA lender.
Protecting the value	Covenant not to compete, non-solicitation of customers and employees, confidentiality agreement, consulting agreement, transition employment agreement.
Risk allocation	Disclosure schedules, escrow or holdback agreement and escrow instructions, indemnification provisions with caps, baskets and survival periods, earnout terms.
Buyer's new entity	Articles of organization, operating agreement, EIN, organizational resolutions, statutory agent appointment.

How the Process Works

1. Free consultation. Tell us about the business, the price, the structure the other side has proposed and where you are in the negotiation. We tell you what we see and what it will cost. No charge.
2. Submit the questionnaire. Complete our online Business Purchase / Sale Questionnaire. It gathers the facts we need to draft: parties, entity type, assets, liabilities, price, payment terms, employees, leases and licenses.
3. Structure and letter of intent. We confirm the structure, coordinate with your CPA on the tax result, and prepare or review the LOI so the deal points are settled before anyone spends money on a long agreement.
4. Due diligence. Searches, entity verification, contract review and a written report of what we found. This is where deals get repriced, restructured or abandoned — all of which are cheaper than closing blind.
5. Purchase agreement. We draft it or we mark up theirs, then negotiate it. Representations, warranties, indemnities, escrow, survival periods and the price allocation all get settled here.
6. Closing conditions. Landlord consent, license transfers, lender approval, Arizona Department of Revenue tax clearance, DES statement, and the buyer's new LLC formed and funded.
7. Closing and delivery. Signatures, funds, filings and a complete closing binder you can hand to your CPA, your lender or the next buyer years from now.

Buyers: What We Protect You From

A buyer's exposure is almost entirely about liabilities the buyer did not know existed and did not agree to accept. The purchase agreement is the only thing standing between you and them.

• Buying the business in your own name. Form an Arizona LLC and buy through it, with the operating agreement signed and the bank account open before the closing date. This is the cheapest protection in the entire transaction and buyers skip it constantly.
• Inheriting liabilities you never saw. In an entity purchase you get every obligation the company ever incurred, disclosed or not. In an asset purchase you get only what you expressly assume — if the agreement says so clearly.
• An indemnity from a company that will not exist. An indemnity from a selling LLC that distributes the proceeds and dissolves thirty days after closing is a sentence, not a remedy. Get personal indemnities from the individual owners and both spouses, plus an escrow holdback you already control.
• A price allocation that costs you deductions. Dollars allocated to equipment can often be written off immediately. Dollars allocated to goodwill take fifteen years. Negotiate the allocation into the agreement.
• Representations that expire before problems surface. Ninety-day survival periods protect nobody. Tax, title, ownership and environmental representations should survive far longer than operational ones.
• A non-compete Arizona courts will not enforce. Arizona courts generally will not rewrite an overbroad covenant — they strike it. Get it drafted by an Arizona attorney, and get it from the individual owners, not just the entity.
• Losing the people and the lease. Key employees can decline to come. Landlords can refuse to consent. Both need to be handled before you are contractually committed to close.

Sellers: What We Protect You From

A seller's exposure is about getting paid, keeping what you were paid, and not being sued two years later over something that was disclosed.

• Signing an LOI that gives away the structure. An asset sale can cost a seller a great deal in depreciation recapture, and a C corporation seller can be taxed twice. Quantify that before you agree to a structure, then price it into the deal.
• Unsecured seller financing. If you carry paper, secure it. Security agreement, UCC-1, a pledge of the interests you sold, and personal guaranties from the buyer and the buyer's spouse. An unsecured note from a buyer who runs the business into the ground is a lawsuit, not an asset.
• Unlimited indemnification. Your exposure should have a cap, a basket, and a survival period. Without them you have sold the business and kept the risk.
• Sloppy disclosure schedules. Most seller lawsuits are breach-of-representation claims. Complete, specific disclosure schedules are the single best defense a seller has, and they cost nothing but attention.
• Earnouts that turn into wages. If your earnout is conditioned on your continued employment, the IRS may treat it as compensation instead of purchase price, converting capital gain into ordinary income subject to employment taxes.
• Guaranties you never released. Selling the company does not release the personal guaranty you signed on the lease, the equipment loan or the line of credit. Getting released is a closing condition, and it is often the item nobody remembers until it is too late.

Four Arizona Traps That Follow the Deal

1. Unpaid transaction privilege taxes

Under A.R.S. § 42-1110, a buyer of a business or stock of goods must withhold enough of the purchase money to cover the seller's unpaid transaction privilege taxes, interest and penalties until the seller produces a receipt or certificate from the Arizona Department of Revenue. A buyer who fails to withhold becomes personally liable for the former owner's unpaid taxes. Make a Letter of Good Standing an express condition to closing and hold back part of the price until it arrives. The Department must respond to the seller's Tax Clearance Application within fifteen days. It is free, and buyers still skip it.

2. Unemployment contributions and experience rating

Under A.R.S. § 23-733, a buyer who acquires an entire Arizona business, or substantially all of its assets, and keeps operating it takes the seller's unemployment experience rating and becomes liable for the seller's unpaid contributions, interest and penalties — and that liability becomes a lien on the acquired assets. On written request, the Arizona Department of Economic Security must furnish a statement of amounts due as of the acquisition date, and your liability cannot exceed the amount disclosed. Send the request. A bad experience rating can also cost thousands of dollars a year going forward, so have your accountant price it.

3. Licenses that do not transfer

An Arizona transaction privilege tax license does not transfer. A Registrar of Contractors license belongs to the licensee, and a buyer generally must qualify for its own — which can mean a qualifying party with the required experience, a bond and an examination. A liquor license transfer needs approval from the Arizona Department of Liquor Licenses and Control and usually the local governing body. Professional licenses do not transfer at all. These approvals drive the closing calendar more often than anything else.

4. Community property and one-spouse signatures

Arizona is a community property state. A guaranty or indemnity signed by only one spouse generally cannot be collected from community property, which means the promise you are relying on may be collectible only against a half interest in separate property that may not exist. If you want a real remedy, get both spouses to sign.

Why the Broker's Form Is Not Enough

Business brokers perform a real service. They find buyers, they market the business and they keep a deal moving. But a broker is usually paid a commission when the transaction closes, and a commission is earned on closing, not on protecting you. Ask any broker who offers to supply the paperwork two questions: Who do you represent? and How are you paid?

A downloaded form purchase agreement will move title. What it will not do is allocate unknown liabilities, secure your note, cap your indemnity, bind the price allocation, obtain the landlord's consent, condition closing on a tax clearance letter, or get both spouses' signatures on the guaranty. Those provisions are the difference between a deal and a lawsuit, and they are not in the form.

Legal fees on a properly papered business purchase are almost always trivial next to the purchase price — and microscopic next to the cost of litigating a deal that was papered badly.

Questions About Hiring Us

Do you represent buyers or sellers?

Both, but never both sides of the same transaction. Buyers and sellers want opposite things, and a lawyer who tries to serve both serves neither.

What does it cost?

It depends on the structure, the size of the deal and how much negotiating the other side requires. We will quote you after the free consultation, once we know what the transaction actually involves. We would rather tell you the real number up front than surprise you later.

How long does a business purchase take to close?

A straightforward asset purchase typically takes 45 to 90 days. The four items that most often delay closing are landlord consent, liquor or contractor licensing, SBA or bank underwriting, and the Arizona Department of Revenue tax clearance letter. Entity purchases can close faster because there is less to transfer — but they require deeper due diligence, which takes its own time.

When should I call you?

Before you sign the letter of intent, and definitely before you sign anything the other side calls "just a formality." The LOI typically fixes price and structure, and both are very hard to change afterward without appearing to retrade the deal.

I already signed a purchase agreement. Can you still help?

Often, yes — depending on what the agreement says and what closing conditions remain unsatisfied. Call us. Some problems can still be fixed before closing, and some can be priced into an amendment.

Do you work with my CPA?

Yes, and we insist on it. Richard C. Keyt is a former CPA, which makes those conversations shorter. The structure has to produce the after-tax result you actually want, and that requires the lawyer and the accountant to be talking to each other before the documents are signed, not after the returns are filed.

Can you form the LLC I will use to buy the business?

Yes. We have formed 10,000+ Arizona LLCs. See the contents and fees of our three LLC formation packages, or hire us at keytlaw.com/llcq.

Do you handle deals outside the Phoenix metro area?

Yes. We represent buyers and sellers throughout Arizona and handle everything by phone, email and Zoom when that is easier for you.

How to Hire Us

We recommend that every buyer and every seller of an Arizona business be represented by an experienced Arizona business attorney before becoming legally obligated to buy or sell. Rick and Ricky will answer your questions about buying or selling a business at no charge.

KEYTLaw, LLC · 7373 E. Doubletree Ranch Road, Suite 135, Scottsdale, AZ 85258

This page is general information about our legal services and Arizona law. It is not legal or tax advice for your transaction, and reading it does not create an attorney-client relationship. Every business purchase and sale has its own facts, and the right structure depends on them. Consult a qualified attorney and CPA before you agree to buy or sell a business. © 2026 KEYTLaw, LLC. All rights reserved.