LOIs, APAs, and Asset Sale Documents
Letters of intent, APAs, bills of sale, assignment documents, promissory notes, security agreements, guarantees, releases, and closing addenda.
Business sale escrow and documents
Business sale closings with escrow discipline and legal follow-through.
For closely held business transfers, Rain Law Firm can get involved as early as the LOI to coordinate structure, entity formation, licensing, APAs, signatures, funds, closing conditions, and post-closing business-law support.
Deal execution
Designed for business sales that need momentum.
Business sale escrow often touches purchase price allocation, entity formation, seller financing, lien payoffs, entity authority, lease assignment, lender requests, licensing, tax clearance, and final disbursement instructions.
The firm keeps those moving parts visible so buyers, sellers, brokers, and lenders can close with a clean accounting instead of scattered email threads and last-minute confusion. The work can start at the LOI stage, before a structure or buyer entity choice creates avoidable friction.
Formation and Ownership Planning
Support for LLCs, corporations, acquisition entities, holding companies, sole proprietorship issues, ownership setup, resolutions, signer authority, and assumed-name transfers.
Licensing and Compliance Support
City, county, and state licensing and compliance follow-up, registrations, local approvals, business names, tax status letters, and closing conditions tied to lawful operation.
Funds, Statements, and After Closing
Earnest money custody, balance-to-close figures, final statements, payoff tracking, wire controls, holdbacks, tax clearance, receipts, reconciliations, and new-owner support.
Buyer and seller support
Legal work around the deal, not just escrow paperwork.
Some matters are neutral escrow only. Others include separate non-conflict legal work for a party or coordinated transaction documents. The scope is identified at intake so roles stay clear.
Before signing
- LOI structure and closing assumptions
- APA issue spotting and schedules
- Entity choice, ownership setup, and authority
Before funding
- Lender and lienholder requirements
- Lease or contract assignment issues
- Licensing, tax clearance, and successor-liability items
At and after closing
- Final statements and disbursements
- Seller note, holdback, and release tracking
- Post-closing reconciliation and operating handoff
After closing
Ongoing business-law support for the next chapter.
A business purchase does not end when the funds move. New owners often need help understanding process questions, operating norms, licensing follow-up, vendor or lease issues, entity records, and which tax, accounting, insurance, payroll, or industry professionals should be involved next.
New-owner orientationHands-on support for process questions, transition issues, seller handoff items, records, deadlines, and practical next steps after closing.
Local complianceBusiness license, registration, city, county, state, assumed-name, and operating compliance support tied to the acquired business.
Business-law continuityRelationship-based support for entity records, contract questions, ownership changes, commercial issues, and the legal needs that surface after the acquisition.
Neutral role
Attorney-led escrow with clear boundaries.
When serving as escrow agent, Rain Law Firm is a neutral stakeholder and transaction facilitator. The firm can prepare escrow and closing documents, but that neutral role is separate from representing any party individually.