Sale of a Business Package - Minnesota 2026

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  1. Click ‘Get Form’ to open the Sale of a Business Package in the editor.
  2. Begin with the 'Agreement for Sale of Business - Sole Proprietorship'. Fill in the seller's and buyer's details, including names and addresses, as well as the agreed sale price and terms.
  3. Next, complete the 'Asset Purchase Agreement' by listing all assets being sold. Ensure that each item is clearly described to avoid any confusion.
  4. Proceed to the 'Bill of Sale for Personal Assets'. Here, specify any personal items included in the sale, ensuring they are free from claims.
  5. Fill out the 'Promissory Note' if financing is involved. Clearly state repayment terms, interest rates, and payment schedules.
  6. Complete the 'Landlord’s Consent to Assignment of Lease' if applicable. This ensures that lease agreements are honored during the sale.
  7. For employee retention, fill out the 'Retained Employees Agreement', detailing which employees will be retained post-sale.
  8. Include a 'Non-Competition Covenant by Seller' to protect your business interests after the sale.
  9. Finally, review your entries for accuracy before saving or printing your completed forms.

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As mentioned previously, asset sales generally result in gains taxed at both ordinary and capital gains tax rates. Gains characterized as capital may be subject to the federal 3.8% net investment income tax (NIIT). Before the sale, review how the NIIT could affect your tax picture.
One piece of information that is traditionally held in confidence by both parties to a transaction involving a privately held company is the sale price of the business. Real estate transactions are publicly reported, but not sales of tangible intangible assets of privately held companies or sole proprietorships.
In the first quarter of 2025, more than 2,300 small businesses were sold. The median sale price was roughly $349,000, up 4% from the same time last year.

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