KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
You can read all of our articles on our website. Having trouble getting our emails?  Change your spam controls and whitelist ken@kirschenbaumesq.com 

****************************** 
More comment on Do you need separate entity or dba
February 15, 2025
***********************
More comment on Do you need separate entity or dba from articles on January 11 and 29, 2025   
**************************
Ken
     Things are somewhat different up here in Canada. Partly because of the increased capital gains taxes installed on the sale of all assets in Canada (a stupid move by our current Liberal gov’t)  and partly because of the one-time capital gains exemption of $1,250,000 for the sale of shares of a qualified private corporation ( something I don’t think the US offers) , sellers of alarm accounts much prefer to sell the shares of their company where they can.
     Of course, the big buyers of accounts up here resist buying shares as much as they can. There are extra costs incurred by the buyer buying shares and it can make the deal more complicated to complete. Slowly however buyers up here are realizing that they simply have to buy shares if they are going to do deals.
 Victor Harding
Harding Security Services Inc
*************************
Response
*************************
          I can’t recall doing a deal in Canada, and except for the most basic tax issues I always tell my clients to check with their accounting and tax professionals. 
          When you buy shares the buyer is taking over the seller’s corporation, only shareholders change.  Therefore the corporation still has all of its business in-tact, for good or bad.  Any active or potential claims against the corporation remain because the corporation isn’t changing, only the shareholders. 
          There are other ways to do a transaction but they require sophisticated tax counsel to structure and guide through the process.  I’ve participated in a few of those transactions and they are complex and, by the way, costly to effectuate.  For the vast majority of you it’s going to be the “asset purchase” transaction, for a handful a “stock purchase” transaction, and if I never see a “merger” or whatever it’s called it will be soon enough for me.  I know that Mitch Reitman knows how to structure that kind of hybrid deal – and Mitch don’t bother telling us how it’s done – I don’t care and neither does anyone else need to know.
          You shouldn’t have to make your professionals engaged in the selling or buying your alarm business your “partner”; keep it simple, keep it routine and the fees will be reasonable [yes, from your perspective].
          Engage K&K to represent you on your transaction and you won't have to worry about paying excessive fees or spending additional time explaining how its done. 
          PS:  Victor, things will be easier in Canada once it becomes another US state ……….
**********************

STANDARD FORMS  Alarm /  Security / Fire and related Agreements
 click here: www.alarmcontracts.com
***************************

CONCIERGE LAWYER SERVICE PROGRAM FOR THE ALARM INDUSTRY You can check out the program and sign up here: https://www.kirschenbaumesq.com/page/concierge or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304.
***********************
ALARM ARTICLES:  You can always read our Articles on our website at ww.kirschenbaumesq.com/page/alarm-articles  updated daily             
********************
THE ALARM EXCHANGE - the alarm industries leading classified and business exchange - updated daily
*************************
Wondering how much your alarm company is worth?  
Click here:  https://www.kirschenbaumesq.com/page/what-is-my-alarm-company-worth
******************************
Getting on our Email List / Email Articles archived: 
    Many of you are forwarding these emails to friends or asking that others be added to the list.  Sign up for our daily newsletter here: Sign Up.  You can read articles and order alarm contracts on our web site www.alarmcontracts.com
**************************

Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com