Essential Documents for an Asset or Membership Purchase of a Business

Buying or selling a business—whether it’s through an asset purchase or a stock or membership interest purchase—is a major milestone. It’s exciting, full of potential, and, let’s be honest, a little

overwhelming. At Reeder Murphy, we work closely with clients to ensure that every document is in

place, protecting their investment and making the process as smooth as possible.

Whether you’re acquiring a business or transitioning out of one, having the right paperwork is essential.  Missing a critical document or failing to address key legal terms can lead to unexpected liabilities,

disputes, or even a collapse of the deal. To help you navigate this process with confidence, we’ve put

together a guide on the most important documents involved in an asset purchase or membership

purchase—and why they matter.

Letter of Intent (LOI) – Setting the Stage 

Think of the Letter of Intent (LOI) as the first handshake between buyer and seller—it’s not the final

deal, but it lays out the basic agreement, ensuring both parties are on the same page before moving

forward. This document typically includes:

• Purchase price or price range
• Key terms (such as financing conditions, exclusivity periods, and any contingencies)
• Due diligence timeline
• Confidentiality agreements

While an LOI is usually non-binding, it sets the framework for negotiations. At Reeder Murphy, we help craft LOIs that are clear, strategic, and protective of our client’s interests.

Purchase Agreement – The Heart of the Deal

Once the groundwork is laid, it’s time for the Purchase Agreement, which is the most critical legal document in the transaction. This is the official contract that finalizes the sale, specifying exactly what is being transferred and under what conditions. A well-drafted Purchase Agreement includes:

• Detailed list of assets or stock membership interests being sold
• Representations and warranties (statements about the accuracy of financials, ownership of  assets, etc.)
• Liabilities being assumed or excluded
• Closing conditions (what must happen before the deal is finalized)
• Payment terms and any holdbacks or escrow arrangements

At Reeder Murphy, we ensure that the Purchase Agreement protects your investment by clearly defining rights, obligations, and contingencies. The fine print matters—small oversights here can lead to costly legal battles down the road.

Employment Agreements – Protecting Key Relationships 

If the business you’re acquiring has employees—especially key personnel—you’ll want to solidify employment terms in writing. This could involve:

• Employment contracts to define roles, salaries, and expectations
• Non-compete and confidentiality agreements to protect trade secrets
• Transition plans for leadership and management

Whether you’re a buyer ensuring business continuity or a seller planning an exit, Reeder Murphy ensures that employment agreements provide clarity and legal protection for everyone involved.

Closing Documents – The Final Steps 

After months of preparation, the deal is ready to close! But before you pop the champagne, there are still a few final documents that need to be signed. Depending on the transaction, these could include:

• Closing certificates confirming that all conditions have been met
• Escrow agreements if funds are being held post-closing
• Consent from third parties such as landlords, lenders, or government agencies

At Reeder Murphy, we meticulously prepare and review these documents to ensure a smooth, hassle-free closing.

Final Thoughts: Why Having the Right Legal Team Matters

An asset, stock, or membership purchase is more than just a financial transaction—it’s a major life and business decision. Whether you’re selling a company you’ve built from the ground up or buying a business to grow your investment, you need a legal team that understands the stakes and protects your interests.

At Reeder Murphy, we take a personal approach. We listen, strategize, and guide you through every step, ensuring that you understand each document and what it means for your future.

If you’re considering buying or selling a business in Michigan, we’re here to help. Reach out to Reeder Murphy today—let’s make sure your deal is structured for success!