Sell Your Business
on Your Terms —
Not Theirs
Selling a business is one of the largest financial transactions of your life. The way the deal is structured determines how much you walk away with — and what you remain liable for after closing. Osterhout Law, P.C. represents Colorado Springs business owners through every stage of the sale process.
Osterhout Law, P.C.
Colorado Springs Business & Estate Attorney
Colorado Springs, CO 80903
The Deal Structure Determines
What You Actually Keep
Most business owners spend years building something valuable. The sale is the payoff — and the legal decisions made in that transaction determine how much of it you actually receive.
Buyers have attorneys. They negotiate purchase agreements, representations and warranties, and indemnification clauses that protect their interests — often at the expense of the seller’s. Walking into that transaction without your own legal representation is one of the most common and costly mistakes a business owner can make.
At Osterhout Law, we represent sellers and buyers of Colorado Springs businesses through the full transaction — from reviewing the letter of intent to negotiating the purchase agreement to closing. We make sure the deal is structured to protect your interests, minimize your tax exposure, and limit your liability after the sale is complete.
Deal Structure Drives Tax Outcome
An asset sale and an equity sale of the same business can produce dramatically different tax bills. The structure needs to be decided before the purchase agreement is signed — not after.
Representations & Warranties Follow You
What you represent to be true about your business in the purchase agreement can create liability long after closing. The language needs to be negotiated carefully.
Non-Competes Restrict Your Future
Most buyers require a non-compete agreement. The scope, duration, and geography of that restriction matters enormously for what you’re able to do next.
Business Sale & Acquisition
Legal Services
We represent both sellers and buyers in Colorado Springs business transactions, handling the legal side from first offer to final closing.
Letter of Intent Review
The LOI sets the terms that get built into the final agreement. We review and negotiate the letter of intent before you sign — when your leverage is still highest.
Purchase Agreement Drafting
We draft and negotiate the purchase and sale agreement — the most important document in the transaction — to protect your interests on price, terms, liability, and representations.
Due Diligence Support
We help sellers organize and present their legal documents, and help buyers review contracts, liabilities, licenses, and ownership records before committing to close.
Deal Structure & Tax Planning
Asset sale or equity sale? Lump sum or installment? The structure of your deal has major tax consequences. We work with your CPA to make sure the legal structure supports the best possible outcome.
Non-Compete Agreements
We negotiate non-compete and non-solicitation agreements that are fair and enforceable — protecting the buyer’s investment without unnecessarily restricting your future.
Closing Documentation
We prepare and review all closing documents — bill of sale, assignment agreements, transition documents, and any post-closing obligations — so nothing is left unresolved at the table.
Asset Sale vs. Equity Sale —
Why It Matters
This single decision shapes the tax consequences, liability exposure, and complexity of your entire transaction. It needs to be made early and deliberately.
Asset Sale
The buyer purchases specific assets of the business — equipment, inventory, contracts, goodwill — rather than the entity itself. The seller retains the legal entity and its liabilities.
- Buyer takes on only selected assets and liabilities
- Seller retains entity and resolves remaining obligations
- Generally preferred by buyers for liability protection
- May result in higher tax bill for seller
- More complex to document and transfer
Equity Sale
The buyer purchases ownership of the business entity itself — all its assets, contracts, and liabilities transfer automatically with the business.
- Simpler transfer — entity continues unchanged
- Contracts and licenses may transfer without renegotiation
- Generally more favorable tax treatment for sellers
- Buyer assumes all existing liabilities
- Requires thorough due diligence by buyer
From First Offer to
Closing Day
Here’s how we guide you through a business sale transaction from start to finish.
Pre-Sale Prep
Review your entity structure, contracts, and liabilities before going to market. Being legally prepared speeds up due diligence and prevents deals from falling apart.
Letter of Intent
Review and negotiate the LOI before you sign. The price, structure, exclusivity period, and key terms all get established here — before the real negotiating begins.
Due Diligence
Organize and respond to the buyer’s document requests. We help you present your business cleanly and flag anything that needs to be addressed before closing.
Purchase Agreement
Draft and negotiate the purchase and sale agreement, including representations, warranties, indemnification, and non-compete terms.
Closing
Prepare and review all closing documents. Coordinate the transfer of assets, entity ownership, and any post-closing transition obligations.
Common Questions About
Selling a Business in Colorado
Do I need an attorney to sell my business in Colorado?
You are not legally required to hire one, but buyers almost always have legal representation. The purchase agreement, representations and warranties, and deal structure carry significant financial and legal consequences. Most sellers who proceed without an attorney leave money on the table or take on unintended post-sale liability.
What is the difference between an asset sale and an equity sale?
In an asset sale, the buyer purchases specific assets of the business rather than the entity itself. In an equity sale, the buyer purchases ownership of the entity. The distinction has major implications for taxes, liability, and deal complexity — and needs to be decided early in the process.
How long does it take to sell a business in Colorado?
Once a purchase agreement is signed, closings typically take 30 to 90 days depending on financing and due diligence. Having your legal documents organized in advance significantly reduces delays and keeps deals from falling apart.
What is due diligence in a business sale?
Due diligence is the buyer’s investigation of your business before closing — reviewing financials, contracts, licenses, liabilities, and legal records. We help sellers prepare for this process so it proceeds smoothly and doesn’t create surprises that kill the deal.
Thinking About Selling
Your Business?
The earlier you involve an attorney, the better positioned you are. Call or email today to schedule a free initial consultation and start the conversation.