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.
Hundreds of franchise transfer escrowsPracticing since 2006WA · OR · HI · CA via co-counsel
Escrow keeps the file moving
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, while there is still time to settle who the buyer actually is. A buyer who signs personally and forms a company later means re-drafted documents, new lender and licensing paperwork, and lost weeks; settled at the LOI, it is one clean decision.
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 post-closing work
Earnest money custody, balance-to-close figures, final statements, payoff tracking, wire controls, holdbacks, tax clearance, receipts, reconciliations, and new-owner support.
The money, accounted for
Every business-sale escrow ends the same way: a closing statement where funds in equal funds out, and the trust balance returns to zero.
Exhibit · A closing statement, reconciled
Illustrative numbers for a $500,000 franchise resale.
Due at closing · Buyer
$100,000.00
Wired no later than 24 hours before closing.
How the price is funded
Earnest money held in trust since the LOI25,000.00
SBA loan proceeds375,000.00
Buyer wire at closing100,000.00
Purchase price, funded500,000.00
Proceeds at closing · Seller
$280,000.00
Wired to the seller when the file closes.
Where the price goes
Equipment loan payoff UCC release tracked to recording−140,000.00
Broker success fee−50,000.00
Franchisor transfer fee−10,000.00
Tax clearance holdback released to the seller when the certificate issues−20,000.00
Seller proceeds at closing280,000.00
Remaining in trust funds in equal funds out: every file ends reconciled to the penny$0.00
How to read it
Each side gets one number. Before closing, the statement gives the buyer the exact wire that closes the deal and gives the seller the exact proceeds coming back. Both figures come off the same reconciled statement, so neither side is guessing.
The buyer takes the assets clear. The seller's equipment loan is paid from the price and the UCC release is tracked to recording, not left as a promise. The broker and the franchisor are paid at the same moment, from the same file.
The trust ends at zero. A tax-clearance holdback lets the file close on schedule instead of waiting on the state, and when it releases, funds in equal funds out. The closing statement is the permanent record of where every dollar went.
Legal work beyond 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
Support after closing
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.
Attorney-led escrow with clear boundaries
Rain Law Firm acts solely as neutral escrow agent and does not represent either party as legal counsel in the transaction. Each party is encouraged to engage independent counsel.