Legal Question in Business Law in Florida

If you sell a corporation to another corporation, are any liabilities transferred to the new owner?

Asked on 8/02/09, 1:08 pm

1 Answer from Attorneys

Peter Gonzalez Sanchez-Medina, Gonzalez, Quesada, Lage, Crespo, Gomez & MachadoLLP

It depends on what is actually being sold and purchased and how the transaction was structured. If you purchased only the assets of a corporation (and not its liabilities) under an Asset Purchase Agreement, then typically the liabilities are not part of the buying equation. If you purchased the shares of stock of the corporation, then you take the corporation as you find it, liabilities and all. Without reviewing the documents that governed and controlled the sale and purchase transaction, no one can give you any meaningful answer that you can rely upon. The documents should tell the story.

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Answered on 8/02/09, 11:50 pm

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