The seller was winding down her LLC at year-end and wanted out cleanly — not a stock sale, not a membership-interest transfer, an asset sale. The buyer wanted the inventory, the supplier accounts, the storefront lease assignment, and the customer list, but absolutely none of the old entity's history: no inherited tax liabilities, no open MA DOR notices, no successor-in-interest exposure on payroll the seller had run. They had a verbal handshake, a closing date six weeks away, and no paperwork separating who was buying what from whom.
We filed the Certificate of Organization for the new MA LLC, issued the EIN through the IRS within 48 hours, and built the operating agreement around a single-member structure with the buyer as sole owner. New entity has to exist before it can buy anything.
The APA listed every category being transferred — inventory at cost, fixtures and equipment, the customer list, supplier account assignments, the assigned lease — and explicitly excluded the seller's bank accounts, prior tax liabilities, employee claims, and any pre-closing receivables. The exclusion list is what protects the buyer from successor liability.
We split the purchase price across asset classes — Class IV (inventory), Class V (furniture/fixtures), Class VI (intangibles like the customer list and supplier relationships), Class VII (goodwill) — and both parties signed the allocation. Same numbers go on both 8594s when each side files, so there's no IRS mismatch later.
We registered the new LLC on MassTaxConnect for sales/use tax, pulled the ST-1 confirmation, and issued ST-4 resale certificates so the buyer's existing supplier (the same one the seller used) could keep the wholesale relationship without charging tax on inventory purchases.
Massachusetts requires notice to the DOR before a bulk sale of business assets, and the buyer can be held liable for the seller's unpaid taxes if it's skipped. We coordinated the seller's side filing the notice, got the DOR clearance letter, and made closing contingent on receipt — which is the only real protection against successor tax liability.
Closed in 14 days from engagement to first sale under the new entity. The buyer walked into the storefront on day one with a clean LLC, an active EIN, the supplier wholesale relationship transferred, the lease assigned, sales-tax registration in place, and a DOR clearance letter on file. First customer deposit cleared on the original schedule. The seller's old entity dissolved at year-end with no loose ends, and the buyer's bookkeeping started from a zero-balance Day 1 — no inherited transactions to untangle later.
Start your business the right way — from day one.