BUSINESS PURCHASE & SALE · NEW YORK
Buying or selling a business? One flat fee, from contract to closing.
We help small business owners in New York buy and sell salons, restaurants, laundromats and shops. You know the price up front, and we stay with you until closing day.
Flat fees from $500 | Same price for buyers and sellers | English · 中文
Let's say you're buying a nail salon in Queens.
Here's what we'd take care of before you get the keys:
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Go through the purchase contract with you Price, deposit, what's included, non-compete
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Check for liens and old debts Is the equipment still tied to a seller's loan?
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File the NY bulk sale notice At least 10 days before you pay, so their tax debt doesn't become yours
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Get the landlord to approve the lease transfer So you can keep the location
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Sort out salon licenses and permits What transfers, and what you need to apply for
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Run the closing Bill of sale, escrow, closing statement
We help with deals for nail salons, restaurants, laundromats, massage spas, bubble tea shops and retail stores.
WHY HIRE A LAWYER?
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.
1
NY TAX LAW § 1141(c)
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.
What we do
We file the bulk sale notice (Form AU-196.10) and keep the money in escrow until the Tax Department releases it.
2
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.
What we do
We run lien, UCC, judgment and tax-warrant searches before any money changes hands.
3
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.
What we do
We review the lease and work with the landlord to get consent to the assignment.
4
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 we do
We give you a checklist of the licenses and permits your type of business needs.
PRICING
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
$500
flat fee
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
Good for: a second opinion before you sign
SMALL DEAL
A small shop and a simple deal
$1,500
flat fee, start to closing
Price under $50K
Asset purchase
Existing lease transferred with the landlord's consent
New lease or seller financing? Fixed-price add-ons
Typical deals: nail salons, massage spas, bubble tea shops, small laundromats
BASIC
A bigger shop, same full service
$1,800
flat fee, start to closing
Price $50K to $150K
Everything in Small Deal, for a bigger shop
Typical deals: restaurants without a liquor license, larger laundromats
STANDARD
A larger deal, same full service
$2,800
flat fee, start to closing
Price $150K to $500K
Everything in Basic, for a larger deal
Typical deals: larger restaurants, multi-station salons, retail stores
Pay in two halves: 50% to start, 50% at closing | Save 10% when you bundle an LLC, the purchase and the lease | Over $500K: custom flat fee, quoted in writing first
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.
Small Deal
A full deal under $50K, start to closing.
This is an estimate, not a quote. Third-party fees are extra. Your final package and fee go in your written engagement letter.
WHAT'S INCLUDED
What we actually do for you
It depends on which side of the table you're sitting on.
01 The letter of intent and purchase agreement
We review and negotiate it. If your side is drafting the contract, we write it.
02 Lien, UCC, judgment and tax-warrant searches
To see if anyone else has a claim on the business. Search fees are extra.
03 NYS bulk sale notice (AU-196.10)
Filed at least 10 days before you pay or take over.
04 Escrow
Your money is held until the NYS Tax Department releases it.
05 Lease assignment and landlord consent
So the location comes with the business.
06 License and permit checklist
NYC Health Department, NYS salon license, massage therapist licenses, State Liquor Authority.
07 Bill of sale, non-compete and closing
We run the closing and prepare the closing statement.
01 Purchase agreement, bill of sale and non-compete
We write or negotiate them for your side.
02 Making sure you get paid
Deposit, escrow release, and security if the buyer pays you over time.
03 Paying off liens and equipment loans
We coordinate payoffs and final sales tax filings with your accountant.
04 Bulk sale notice and escrow release
We deal with the NYS Tax Department so the escrow gets released.
05 Lease assignment and landlord release
We ask the landlord to release you from future rent, where they'll agree.
06 Closing
We run the closing and prepare the closing statement.
NO SURPRISES
Extras, and costs that aren't ours
Some deals need a bit more work. These extras have fixed prices too. Third-party 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.
- New lease: review and markup$499For a new lease. Taking over the existing lease is already included.
- New lease: review and negotiation with the landlord$899Up to 2 rounds. Each extra round is $350.
- Seller financing papers$500Promissory note, security agreement, UCC-1, personal guaranty
- Staff transition or detailed equipment list$300One charge, even if you need both
- LLC set-up for the buyer (basic)$499Plus the state fee. Publication cost is separate.
- Partner or shareholder agreementfrom $1,000For people buying together, when bundled
- Extra closing attempt or re-negotiation$400After the contract has been signed
- Liquor license, SBA loan, share purchase or real estateQuotedQuoted separately in writing, or we refer you
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
HOW IT WORKS
What happens after you call us
You'll always know what's next and what it costs.
Our fee rules
How we charge, in plain English
If your deal gets more complicated…
We may move you up one package, but only if you agree in writing. You won't get a surprise hourly bill.
If the deal falls apart after the contract is drafted…
We keep the first half you paid. You don't owe the rest.
If you start with a $500 contract review…
And hire us for the full deal within 30 days, the whole $500 counts toward your package.
If you need an LLC and a lease too…
Bundle them with the purchase and save 10% on our fee.
And one rule we never bend:
We work for one side only. We never represent the buyer and the seller in the same deal.
Qingqing Zhou 周青青
Principal Attorney
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
A NOTE FROM YOUR ATTORNEY
Practical advice. Deals that close.
For a lot of my clients, buying or selling a business is the biggest financial 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 make sure the legal side is right before you sign or pay. The contract should protect you, the bulk sale notice gets filed on time, the liens are searched, and the lease can actually be transferred.
Before law school, I was an auditor at KPMG in Beijing. It taught me to read every line and keep asking questions until the answers make sense.
I'm practical about deals. I put my time into the issues that can actually hurt you, I don't drag things out over the ones that won't, and I keep the deal moving so you close on time. I personally oversee every deal at our firm, and we serve clients in English and Chinese.
Qingqing Zhou, Esq.
P.S. If you're about to sign something, call us first. The first 30 minutes are free. Book a time
Questions
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.
Guides
Worth reading before you buy or sell
Short, plain-English articles for New York business owners. See all articles
For buyers The NY bulk sale notice: why you file 10 days before closing Coming soon
How Form AU-196.10 works, and what happens if you skip it.
Licenses Buying a salon or restaurant? Here's which licenses transfer Coming soon
Health permits, salon licenses and liquor licenses, explained simply.
Leases Get the landlord's consent before you pay a cent Coming soon
What to ask the landlord, and watch out for the personal guaranty.
01 Purchase agreement, bill of sale and non-compete
We write or negotiate them for your side.
02 Making sure you get paid
Deposit, escrow release, and security if the buyer pays you over time.
03 Paying off liens and equipment loans
We coordinate payoffs and final sales tax filings with your accountant.
04 Bulk sale notice and escrow release
We deal with the NYS Tax Department so the escrow gets released.
05 Lease assignment and landlord release
We ask the landlord to release you from future rent, where they'll agree.
06 Closing
We run the closing and prepare the closing statement.
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.
Office hours
Monday – Friday 9:30 AM – 5:30 PM
Saturday Closed
Sunday Closed
