Hi, this is Chuck Hayes with ABA Advisors. One of the questions we will get from buyers as we are talking with them about a letter of intent or a proposal to purchase. One of the practices we represent is, you know, is it, is it going to be an asset purchase or a stock purchase? And so most of the transactions that we’ve done over the years have been asset purchases.

And certain assets are acquired. Certain assets are not acquired, typically by the buyer. And examples of what’s purchased are, of course, the client list and the goodwill associated with those clients. And then many times the fixed assets are also purchased. Computers, printers, furniture, etc.

Other assets that get discussed might be the website, the email that goes with the website, phone numbers, fax numbers used in the business. So those are all things that are assets of the business that are many times included in the purchase by the buyer. Another thing that comes up is the seller’s name.

So if the firm’s name currently is John Smith, CPA and the buyer is Tom Jones, CPA, you know, the buyer and the seller may negotiate and agree to allow the buyer to use the seller’s name for some period of time. And it might be. And typically we would advise the buyer to have the seller’s name first for a transitional period. That’s who the clients know. So that’s what makes the most sense.

So you might call the firm Smith, Jones and Associates CPAs, you know, for a year or two. And that’s an item that’s almost always addressed in the asset purchase agreement. What are the assets that are not typically purchased? So buyers typically don’t buy the seller’s cash. They don’t buy their accounts receivables or work in progress.

And they’re also not buying the liabilities that the seller may have both to the staff and just any other liabilities that are out there. So hope this helps. Any questions, please let us know. Thanks very much.