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Business Seller Financing Agreement for the United States

Business Seller Financing Agreement Template for United States

A Business Seller Financing Agreement is a legal contract used in the United States when a business seller provides direct financing to the buyer for the purchase of their business. This agreement outlines the terms of the sale, including purchase price, payment schedule, interest rates, and security arrangements. It includes provisions for default, collateral, and often personal guarantees. The document must comply with federal lending laws and state-specific regulations regarding commercial transactions and usury limits.

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What is a Business Seller Financing Agreement?

The Business Seller Financing Agreement serves as a crucial document when traditional financing options may be unavailable or less favorable for business acquisitions. This agreement, commonly used in the United States, enables sellers to facilitate the sale of their business by offering direct financing to qualified buyers. The document typically includes comprehensive terms covering purchase price, payment structure, security interests, and default provisions. It must comply with both federal and state-specific regulations governing commercial lending and secured transactions. This arrangement can be particularly beneficial for small to medium-sized business transactions where bank financing might be challenging to obtain.

What sections should be included in a Business Seller Financing Agreement?

1. Parties: Identifies the seller and buyer, including full legal names and addresses

2. Background: Provides context of the sale and financing arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Purchase Price and Payment Terms: Details the total purchase price, down payment, and financing terms

5. Interest Rate and Payment Schedule: Specifies interest rate, payment amounts, and payment schedule

6. Security Interest: Describes collateral securing the loan

7. Default Provisions: Defines events of default and consequences

8. Representations and Warranties: States parties' assertions about their authority and business condition

9. Governing Law: Specifies applicable jurisdiction and law

What sections are optional to include in a Business Seller Financing Agreement?

1. Personal Guarantee: Additional security provision required when the buyer is a corporation or limited liability entity

2. Prepayment Provisions: Terms and conditions for early payment of the loan, including any prepayment penalties or benefits

3. Insurance Requirements: Specifies required insurance coverage for valuable assets serving as collateral

4. Transfer Restrictions: Limitations on selling or transferring the business during the loan term to ensure continuity of operations

What schedules should be included in a Business Seller Financing Agreement?

1. Payment Schedule: Detailed amortization schedule showing payments, interest, and principal

2. Asset Schedule: Detailed list of assets serving as collateral

3. Business Valuation Report: Independent valuation supporting the purchase price

4. Personal Financial Statement: Buyer's financial information if personal guarantee is included

5. UCC Financing Statements: Forms for recording security interest in collateral

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

Financing Agreement

Cost

Free to use
Clauses






























Industries

Truth in Lending Act (TILA): Federal law requiring disclosure of credit terms and standardized calculation of financing charges and annual percentage rates

Equal Credit Opportunity Act (ECOA): Federal law prohibiting discrimination in credit transactions based on race, color, religion, national origin, sex, marital status, age, or public assistance program participation

Securities Act of 1933: Federal law that may apply if the financing arrangement could be considered a security, requiring registration and disclosure requirements

UCC Article 9: Uniform Commercial Code provisions governing secured transactions, including creation and perfection of security interests in business assets

State Usury Laws: State-specific laws that set maximum legal interest rates and regulate lending practices within the state

State Commercial Codes: State-specific variations of commercial laws that govern business transactions and agreements

State Contract Laws: State-specific laws governing contract formation, enforcement, and remedies

Bankruptcy Laws: Federal and state laws affecting creditor rights and remedies in case of buyer default or bankruptcy

IRS Regulations: Federal tax regulations specific to seller financing arrangements, including interest income reporting requirements

State Licensing Requirements: State-specific licensing and registration requirements for engaging in seller financing activities

Due Diligence Requirements: Legal obligations for proper verification and investigation of buyer's financial status and business history

Disclosure Requirements: Mandatory federal and state requirements for disclosing material terms and conditions of the financing arrangement

Security Interest Requirements: Legal requirements for creating, perfecting, and maintaining security interests in business assets used as collateral

Default and Remedies Provisions: Legal framework governing default scenarios and available remedies for the seller-financier

Transfer Restrictions: Legal considerations regarding the transferability of the financing agreement and associated rights

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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