It's not legally required, but you should hire one. A business-acquisition attorney drafts and negotiates the purchase agreement, structures the deal as an asset or stock purchase, reviews leases, contracts, and licenses, and protects you from inheriting the seller's liabilities. On SBA deals, they also ensure the documents meet lender and program requirements. The legal fee is small next to the risk of a poorly documented six- or seven-figure transaction.
What a deal attorney handles
| Area | Why it protects you |
|---|---|
| Purchase agreement | Reps, warranties, and indemnities that put risk where it belongs |
| Asset vs. stock structure | Often keeps unknown past liabilities off your books |
| Leases & contracts | Assigns key agreements so the business keeps running post-close |
| Title & liens | Confirms you're buying clean assets, not encumbered ones |
| Closing & SBA docs | Coordinates with the lender and meets program requirements |
Asset vs. stock: the decision that matters most
Most small-business buyers prefer an asset purchase: you buy the assets and generally leave the seller's unknown and historical liabilities behind, often with tax advantages. A stock purchase transfers the entire legal entity, including its history. The right call depends on the specific contracts, licenses, and tax situation, which is exactly why you loop in both an attorney and an accountant.
Diligence tells you what you're buying. The purchase agreement decides what you're liable for.
Part of a small, essential team
An attorney pairs with an accountant or quality-of-earnings provider (the numbers) and your SBA lender (the money). You don't need a broker, but you do need people who represent you. See the full process in how to buy a business.
Frequently asked questions
Not legally required, but strongly advised. An attorney drafts and negotiates the purchase agreement, structures the deal, reviews leases and contracts, and protects you from inherited liabilities. The fee is small next to the risk.
Prepares or reviews the asset or stock purchase agreement, negotiates reps, warranties, and indemnities, allocates the purchase price, assigns leases and contracts, confirms clean title, and coordinates closing with the lender. On SBA deals they also meet program requirements.
Most small-business buyers prefer an asset purchase because it generally leaves the seller's unknown and past liabilities behind and can offer tax advantages. A stock purchase transfers the whole entity and its history. The right choice depends on the deal, decide with an attorney and accountant.
