Buying or selling a business? Know your legal fee before you sign.
We help small business owners in New York buy and sell salons, restaurants, laundromats and shops. You get one flat fee, and we stay with you from the first contract to closing day.
- Flat fees from $1,800
- Same price for buyers and sellers
- English · 中文 · Français
Let's say you're buying a nail salon in Queens.
Here's what we'd take care of before you get the keys:
- Go through the purchase contract with youPrice, deposit, what's included, non-compete
- Check for liens and old debtsIs the equipment still tied to a seller's loan?
- File the NY bulk sale noticeAt least 10 days before you pay, so their tax debt doesn't become yours
- Get the landlord to approve the lease transferSo you can keep the location
- Sort out salon licenses and permitsWhat transfers, and what you need to apply for
- Run the closingBill of sale, escrow, closing statement
We help with deals for nail salons, restaurants, laundromats, massage spas, bubble tea shops and retail stores.
What usually goes wrong, and how we stop it
A broker's form and a handshake don't protect you. These four problems come up in small business deals more often than people expect.
The seller's unpaid sales tax can land on you
In New York, the buyer has to tell the Tax Department about the sale at least 10 days before paying or taking over. Skip that step, and if the seller owes sales tax, the state can come after the buyer for it.
Loans and liens you can't see
The equipment may still be collateral for the seller's loan. There may be court judgments or tax warrants against the business.
A lease you can't take over
Most commercial leases need the landlord's OK before they can be transferred. Without it, the business you just bought may have nowhere to operate.
Licenses that stay with the old owner
Health permits, salon business licenses and liquor licenses often don't move to a new owner on their own. A missing license can push back your opening day.
What it costs
One flat fee for our work on your side of the deal, buyer or seller. We'll confirm the right package with you on the free call and put it in writing.
Contract Review
The other side already wrote the contract
- We read and mark up the contract
- One call to walk you through the risks
- Hire us for the full deal within 30 days and the $500 counts toward it
Basic
A small shop and a simple deal
- Price up to about $100K
- Asset purchase
- Existing lease transferred with the landlord's consent
- No liquor license, no seller financing
Standard
A bigger deal, or one with extra pieces
- Price $100K to $500K
- Or a smaller deal that needs a new lease, seller financing, a staff transition or a detailed equipment list
Complex
Larger or more regulated deals
- Price over $500K
- Liquor license or more than one location
- Bank or SBA loan
- Buying shares or LLC interests, or real estate included
Pay in two halves: 50% to start, 50% at closing|Save 10% when you bundle an LLC, the purchase and the lease
Find your package in a minute
Answer a few quick questions and we'll show you the package that usually fits a deal like yours.
Basic
A simple asset purchase up to about $100K.
This is an estimate, not a quote. Outside fees are extra. Your final package and fee go in your written engagement letter.
What we actually do for you
It depends on which side of the table you're sitting on.
- 01The letter of intent and purchase agreementWe review and negotiate it, or write it if we're preparing the contract.
- 02Lien, UCC, judgment and tax-warrant searchesTo see if anyone else has a claim on the business. Search fees are extra.
- 03NYS bulk sale notice (AU-196.10)Filed at least 10 days before you pay or take over.
- 04EscrowYour money is held until the NYS Tax Department releases it.
- 05Lease assignment and landlord consentSo the location comes with the business.
- 06License and permit checklistDOHMH, NYS salon business license, therapist licenses, SLA.
- 07Bill of sale, non-compete and closingWe run the closing and prepare the closing statement.
- 01Purchase agreement, bill of sale and non-competeWe write or negotiate them for your side.
- 02Making sure you get paidDeposit, escrow release, and security if the buyer pays you over time.
- 03Paying off liens and equipment loansWe coordinate payoffs and final sales tax filings with your accountant.
- 04Bulk sale notice and escrow releaseWe deal with the NYS Tax Department so the escrow gets released.
- 05Lease assignment and landlord releaseWe ask the landlord to release you from future rent, where they'll agree.
- 06ClosingWe run the closing and prepare the closing statement.
Extras, and costs that aren't ours
Some deals need a bit more work. These extras have fixed prices too. Outside costs, like search and filing fees, are paid at cost, and we list them on every quote.
Fixed-price extras
Add any of these to your package.
| Commercial lease review or negotiationWhen added to a purchase package | $600 |
| Seller financing papersPromissory note, security agreement, UCC-1, personal guaranty | $500 |
| LLC set-up for the buyer (basic)Plus the state fee. Publication cost is separate. | $499 |
| Partner or shareholder agreementFor people buying together, when bundled | from $1,000 |
| Extra closing attempt or re-negotiationAfter the contract has been signed | $400 |
| Liquor license (SLA) workQuoted separately, or we refer you | Quoted |
Not part of our fee
You pay these to third parties, at cost:
- Lien, UCC, judgment and tax-warrant search fees
- UCC-1 filing and termination fees
- NYS and county filing and recording fees
- LLC state filing fee and publication costs
- License and permit fees (DOHMH, NYS DOS, SLA and others)
- The landlord's lawyer fee for the lease transfer, if they charge one
- Bank, wire, escrow, courier and notary fees
- Broker commission and accountant fees
What happens after you call us
You'll always know what's next and what it costs.
Free 30-minute call
By phone, Zoom or in person. Tell us about the deal and we'll pick the right package together.
Engagement letter
You get a letter that spells out the work and the fee. Nothing starts until you sign it.
First 50%We do the legal work
Contract, searches, bulk sale notice, lease and licenses. We'll keep you posted along the way.
Closing day
We handle the closing, the escrow and the paperwork. You get the keys.
Second 50%How we charge, in plain English
- Education
- J.D. and B.C.L., McGill University Faculty of Law
- Before law
- Auditor at KPMG in Beijing
- Admitted
- New York State courts; U.S. District Courts for the Southern and Eastern Districts of New York
- Languages
- English, Mandarin Chinese, French
Hello, I'm Qingqing.
For a lot of my clients, buying or selling a business is the biggest money decision they've made. It might be years of savings going into a salon, or years of work going out the door with a restaurant.
By the time people call me, there's usually a price, a broker, and a rush to close. My job is to slow things down just enough to catch what could cost you later: the seller's tax bill, a loan on the equipment, a landlord who won't sign off.
Before law school, I was an auditor at KPMG in Beijing. I spent my days reading financial statements and asking where the numbers came from. I still ask those questions every time I look at a seller's books.
I personally oversee every deal at our firm. And we can talk in English, Mandarin or French, whichever is easiest for you.
Qingqing Zhou
Qingqing Zhou, Esq.
P.S. If you're about to sign something, call us first. The first 30 minutes are free. Book a time
Things people usually ask us
Do buyers and sellers pay different prices?
No, the price is the same either way. Each fee covers our work for one side only. We never represent both the buyer and the seller in the same deal, because what's good for one is often bad for the other.
What's a "bulk sale notice," and why does it matter so much?
When a New York business that collects sales tax sells its business assets, the buyer has to notify the NYS Tax Department on Form AU-196.10. It must be filed at least 10 days before the buyer pays or takes over, whichever happens first.
The state then has 5 business days to tell the buyer if the seller owes sales tax. If the buyer never files, the buyer can end up responsible for the seller's unpaid sales tax. We file this in every buyer package.
I already have a broker. Do I still need a lawyer?
A broker finds the other side and helps agree on a price. A broker isn't your lawyer. We review the contract, run the lien and tax searches, file the bulk sale notice, deal with the lease, and protect your money at closing.
How do you decide which package I need?
On the free call, we go through a short checklist: the price, the lease, liquor license, financing, employees and number of locations. Then we put your package and fee in your engagement letter. Want a quick idea first? Try the package finder.
What if my deal gets more complicated halfway through?
Say the landlord suddenly wants a brand-new lease. We may move you up one package, but only if you agree in writing first. No surprise hourly bills.
What if the deal falls apart?
If the deal ends after the contract has been drafted, we keep the first half of the fee. You don't owe the second half.
When do I pay?
Half when you sign the engagement letter, and half at closing. The second half can come out of the escrow money at closing.
Is the first call really free?
Yes. The first 30 minutes are free and are meant for initial guidance. The call alone doesn't make us your lawyers. That starts when you sign an engagement letter.
Worth reading before you buy or sell
Short, plain-English articles for New York business owners. See all articles
The NY bulk sale notice: why you file 10 days before closing
How Form AU-196.10 works, and what happens if you skip it.
Buying a salon or restaurant? Here's which licenses transfer
Health permits, salon licenses and liquor licenses, explained simply.
Get the landlord's consent before you pay a cent
What to ask the landlord, and watch out for the personal guaranty.
Talk to us before you sign anything.
Book a free 30-minute call. We'll look at your deal and tell you which flat-fee package fits.