Retailers are subject to many regulations that other businesses are not subject to. Purchasers of a retailer should be prepared to deal with these requirements, which can include the following:

1. If the business sells alcoholic beverages, a liquor license is required and the transfer of that license must be approved by the local government;
2. If the business sells food, a separate food permit is required to be obtained from the local government;
3. The retailer may operate a lottery machine, which requires a state license. The purchaser needs to be prepared to apply for that license in its name;
4. Retailers are required to collect and remit sales tax. Any unpaid sales tax is a lien on assets being transferred, so the purchaser must confirm that all sales tax has been paid;
5. The business may have an ATM machine, either owned or leased. If leased, the lessor needs to be contacted to approve the transfer of the lease to the purchaser; and
6. Most states have bulk transfer laws that apply to retailers, which require the purchaser to send a notice of sale to all creditors at least 10 days prior to the closing.

Although retailers are subject to much government regulation, by being prepared to address the above matters prior to closing, a purchaser can ensure an uninterrupted business operation.

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If you have any questions about this or any other M&A issue, please contact Glenn Solomon at gsolomon@offitkurman.com or 443-738-1522.

ABOUT GLENN D. SOLOMON

Glenn D. Solomon is a principal at Offit Kurman and has provided counsel to businesses and business owners for more than twenty-five years. He has extensive experience in the purchase and sale of businesses, structuring ownership agreements, and advising companies in financial distress.

ABOUT OFFIT KURMAN

Offit Kurman is one of the fastest-growing, full-service law firms in the Mid-Atlantic region. With over 130 attorneys offering a comprehensive range of services in virtually every legal category, the firm is well positioned to meet the needs of dynamic businesses and the people who own and operate them. Our ten offices serve individual and corporate clients in the Maryland, Delaware, New Jersey, and Northern Virginia markets, as well as the Washington DC, Baltimore, Philadelphia, and New York City metropolitan areas. At Offit Kurman, we are our clients’ most trusted legal advisors, professionals who help maximize and protect business value and personal wealth. In every interaction, we consistently maintain our clients’ confidence by remaining focused on furthering their objectives and achieving their goals in an efficient manner. Trust, knowledge, confidence—in a partner, that’s perfect.

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