Do You Need a Lawyer to Sell or Buy a Business in Texas?

Buying or selling a business is a significant financial and legal transaction. Whether you're acquiring a small local company or selling a multi-location operation in Texas, the process can be complex. From negotiating the deal terms to reviewing contracts and complying with state and federal regulations, there are many steps where costly mistakes can occur. This raises an important question: Do you need a lawyer to sell or buy a business in Texas?

While it's not legally required to hire an attorney for the sale or purchase of a business, working with an experienced San Antonio business lawyer can help you avoid legal pitfalls, protect your investment, and ensure a smooth transition. Below, we’ll walk through the key stages of buying or selling a business—and why legal guidance matters at every step.

Understanding the Legal Landscape in Texas

Texas business law provides flexibility and strong protections for both buyers and sellers. However, that flexibility also creates room for risk if the transaction isn't structured correctly. A lawyer helps you interpret how Texas laws apply to your specific deal, whether you're transferring assets, assuming liabilities, or merging two entities.

San Antonio’s booming business environment—ranging from small retail shops to growing franchises—means every deal is unique. Local ordinances, employment considerations, lease agreements, and even liquor licenses or permits may impact the transaction. A San Antonio business lawyer understands these local nuances and can help you navigate them effectively.

Key Legal Issues in Business Transactions

Here are a few of the most common legal issues that arise during business sales and purchases in Texas:

1. Structuring the Deal: Asset Sale vs. Stock Sale

One of the first decisions you'll face is whether the transaction will be an asset sale or a stock (or membership interest) sale.

In an asset sale, the buyer purchases specific assets and liabilities, such as inventory, contracts, equipment, or client lists.

In a stock sale, the buyer takes over the legal entity itself, including all its assets and liabilities.

Each option has different tax implications and legal risks. A business lawyer will help you assess which structure best protects your interests and complies with Texas and federal laws.

2. Due Diligence

Buyers must conduct thorough due diligence to verify that the business is financially sound and legally compliant. This includes reviewing:

Financial records and tax returns

Employee contracts and benefit plans

Commercial leases and vendor agreements

Litigation history or pending claims

Regulatory compliance and licensing

An attorney helps organize and review due diligence materials, identify red flags, and ensure the buyer isn’t inheriting hidden liabilities.

3. Drafting and Reviewing Legal Documents

Business purchase agreements are legally binding contracts that spell out the terms of the deal. A typical transaction might involve several documents, including:

Letter of intent (LOI)

Purchase agreement

Bill of sale or assignment of assets

Non-compete and confidentiality agreements

Lease transfer or renegotiation documents

Promissory notes or financing agreements

These documents should be tailored to your specific transaction—not generic templates. A San Antonio business lawyer ensures that the contracts are clearly written, legally enforceable, and favorable to your position.

4. Managing Existing Contracts and Leases

Many businesses have ongoing obligations such as commercial leases, vendor contracts, or franchise agreements. Whether you’re the buyer or seller, you’ll need to determine how these agreements will be assigned, terminated, or renegotiated.

Some leases or contracts require third-party consent before they can be transferred. Others contain restrictive clauses that may limit your options. An attorney will analyze these documents and help negotiate the terms of transfer or termination.

5. Employee and Payroll Considerations

If employees are part of the transaction, you’ll need to address whether they are being retained, terminated, or rehired. You must also comply with Texas and federal employment laws regarding:

Final paychecks and severance

COBRA and benefit continuation

Unemployment and workers’ compensation coverage

Employment eligibility verification (Form I-9)

Failing to handle these matters correctly can result in lawsuits or penalties. A lawyer can help draft employee transition plans and ensure compliance with applicable labor laws.

When Selling a Business

As a seller, you want to maximize the value of your business while limiting post-sale liability. Your attorney can:

Help you prepare for due diligence by organizing financial and legal documents

Draft representations and warranties that limit future claims against you

Structure the deal to defer or minimize taxes

Ensure that buyer financing terms are secure and enforceable

Draft non-disclosure and non-compete agreements to protect your goodwill

If you’re financing part of the sale or offering seller-backed loans, your attorney can also help secure those interests with appropriate lien filings or promissory notes.

When Buying a Business

If you're the buyer, legal support is critical to making sure you’re getting what you think you're paying for. Your lawyer will:

Evaluate risk exposure and hidden liabilities

Conduct due diligence on licenses, taxes, and compliance

Negotiate seller representations, warranties, and indemnification terms

Assist with the transfer of permits, contracts, and assets

Ensure that intellectual property, trademarks, and customer lists are properly assigned

Without legal review, you risk inheriting debts, lawsuits, or regulatory problems that could harm your new business before it gets off the ground.

Final Thoughts: Is a Lawyer Required?

Legally, you can buy or sell a business in Texas without hiring a lawyer. But unless you're handling a very small, straightforward transaction with no employees, leases, or liabilities, going without legal counsel is a high-risk move.

Just like you wouldn’t sell a house without a real estate agent—or undergo surgery without a doctor—you shouldn’t approach a business transaction without legal guidance. It’s too easy to overlook a clause, miss a deadline, or agree to terms that you’ll regret later.

Hiring a San Antonio business lawyer ensures that your rights are protected, your risks are minimized, and your transaction is set up for long-term success.

Need Help Buying or Selling a Business in San Antonio?

At Baker Law Group, PLLC, we guide entrepreneurs and business owners through every stage of the transaction process. Whether you're ready to sell or just starting to explore an acquisition, our experienced legal team can help. Contact us today for a consultation.