To Change Ownership of a Georgia-Based Business

The following legal steps should be taken:

1. Determine the type of business entity: The type of business entity will determine the legal steps necessary for changing ownership. If the business is a sole proprietorship, the owner can simply transfer the assets and liabilities of the business to the new owner. However, if the business is a partnership, limited liability company (LLC), or corporation, there may be specific legal procedures that must be followed.
2. Obtain a written agreement: The new owner and the existing owner should enter into a written agreement outlining the terms of the ownership transfer. The agreement should specify the purchase price, the terms of the payment, and any other details related to the transfer of ownership.
3. Notify the appropriate authorities: Depending on the type of business entity, the appropriate authorities must be notified of the change of ownership. For example, if the business is a corporation or LLC, the Secretary of State must be notified of the change of ownership by filing the appropriate form.
4. Obtain necessary approvals: Depending on the type of business entity, there may be additional approvals required for the transfer of ownership. For example, if the business is a corporation, the board of directors and shareholders must approve the transfer.
5. Pay any necessary taxes: Depending on the structure of the business and the terms of the ownership transfer, there may be tax implications that must be addressed. For example, if the business is an LLC, the new owner may be required to pay a transfer tax.

Limitations or exceptions to this advice may include specific provisions in the business's governing documents, such as a buy-sell agreement, which may require certain procedures to be followed for a change of ownership. Additionally, the business may have contracts or agreements in place that require the consent of third parties before a change of ownership can occur. If necessary, it may be advisable to consult with an attorney to ensure all legal requirements and obligations are met.

Legal Document: Ownership Transfer Agreement

This agreement ("Agreement") made on [date] between [current owner name] ("Current Owner"), and [new owner name] ("New Owner").

1. Ownership transfer: Current Owner agrees to transfer all ownership, title, and interest in the following business, located in the state of Georgia, to New Owner: [insert business name and description].
2. Purchase price: New Owner agrees to pay a purchase price of [insert amount] to Current Owner for the transfer of ownership.
3. Payment terms: The purchase price will be paid in [insert payment terms such as installments, lump sum, etc.].
4. Assumption of liabilities: New Owner agrees to assume all liabilities and obligations associated with the business, including but not limited to, outstanding loans and contracts.
5. Governing documents: New Owner agrees to abide by all governing documents of the business, including but not limited to, articles of incorporation, bylaws, partnership agreements, and operating agreements.
6. Government filings: Current Owner and New Owner agree to jointly complete and file all necessary government filings required for the change of ownership.
7. Governing law: This Agreement shall be governed by and construed in accordance with the laws of the state of Georgia.
8. Entire agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties.
9. Modification: This Agreement may be modified or amended only in writing signed by both parties.
10. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

[Current Owner signature and printed name]

[New Owner signature and printed name]