- Licensed in all 6 New England states
- contact@ioliberum.com
- (401) 300-4439
Getting bigger or getting out? Don’t leave any loose ends.
You’ve built something valuable. Now circumstances are shifting: retirement is on the horizon, a partner wants out, health concerns demand attention, or an unexpected offer has you considering exit options. These transitions feel uncertain, but they’re also opportunities to secure the value you’ve created and move forward on your terms.
Whether you’re expanding to a new location, selling to a third party, transferring ownership to family or key employees, buying out a departing partner, bringing on new investors, or winding down operations gracefully, the legal structure of your business determines how much value you capture, what tax liability you face, and whether the process takes days, months, or years.
Transitions fail when they’re handled reactively. Having a partner guide you through the transition can save you time, money, stress, and dignity.
Click into the categories below to see some of our most popular services offered with up-front, fixed pricing. Many more services are available. If you don’t see what you are looking for, just drop us a line.
Letter of intent, due diligence management, and purchase agreement drafting. We structure deals that ensure both parties can align and move forward.
Growing may require operating across states and municipalities. We handle the legal mechanics of expansion and ensure you're compliant in every state in New England where you operate, without the cost of hiring separate counsel in each jurisdiction.
Transferring your business requires careful planning, governance structure, and family dynamics management. We coordinate with your CPA and financial advisor to structure transfers that honor your wishes.
Sometimes the right decision is to close the business. We handle the legal requirements, ensuring you're not left with personal liability after the business closes.
We start with a free consultation, offer up-front, fixed prices for all services, plain language advice, and take the time we need to do your project right, at no extra cost.
From decision to close, plan for 2-6 months for most small business sales. When banks and SBA get involved from the buyer's side, it tends to take longer so make sure you know what financing conditions the buyer has prior to accepting the offer.
In an asset sale, the buyer purchases all or specific business assets (i.e. equipment, inventory, customer contracts, intellectual property) but not the legal entity itself. The seller retains the entity and any liabilities not explicitly assumed by the buyer. Asset sales are more common for small businesses and give buyers more control over what they're acquiring.
In a stock sale, the buyer purchases all ownership interests in the entity itself. This is, essentially, just turning over the keys to a new owner and walking away. Stock sales are cleaner for complex regulated businesses with longstanding agreements, but come with the downside of inheriting all of the liabilities known and unknown at the time of the sale.
A holding company structure (where a parent entity owns subsidiary operating companies) can provide significant benefits for multi-location or multi-state businesses, but it adds complexity and cost. The decision depends on your liability exposure, tax situation, and growth plans.
When a holding company makes sense:
Transferring a family business to the next generation is legally complex and emotionally challenging. Success requires balancing family dynamics, tax optimization, business continuity, and estate planning goals.
The most straightforward way of doing this is through the operating agreement using an on-death clause or through a revocable trust transferring ownership to beneficiaries. Many people also opt for transferring a business as part of a retirement plan through graduated ownership shifts and control mechanisms.
Business debt doesn't disappear when you dissolve the company. What happens depends on the type of debt, whether you personally guaranteed it, and whether the business has assets to pay creditors.
Most significant small business debt includes personal guarantees. When you personally guarantee, you're liable regardless of whether your business is operating or not. If the business can't pay, the creditor can and will pursue you personally.
