Legal Question in Business Law in Washington

In almost all cases, no one will want to buy the underlying business entity. They will usually purchase the assets and goodwill to avoid any liability. There are of course some cases where buying the entity is preferred like when there are certain licenses in place, etc.

How you approach this really depends. But if they are buying the entity, you create a membership interest assignment agreement and make sure you get a member resolution as well.

If they are buying the assets, then this is done through an asset purchase agreement.

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