Home/Legal forms/Stock Purchase Agreement
M&A
Entity acquisition · clean transfer

Stock Purchase Agreement. Buy the entity, contracts and all.

A Stock Purchase Agreement (SPA) is preferred when continuity matters: buyer wants to keep the entity intact (and all its contracts, licenses, accreditations, EIN, brand). Common in regulated industries (healthcare, FDIC, insurance), professional services, and deals where customer contracts have anti-assignment language. Trade-off: buyer assumes all liabilities (known + unknown). We draft buyer-side or seller-side SPAs with proportionate reps + indemnity + escrow tuned to the diligence outcome.

All 50 states + DC 60-day money-back SOC 2 Type II
How it works

How we handle Conservation Easement, end-to-end.

A conservation easement is a permanent restriction on the use of land, typically donated to a qualified land trust to preserve the land's natural or open-space character.

1

Eligibility review

Land must have conservation value: scenic, ecological, historic, open-space, or recreational. We assess whether your land qualifies. Most rural and undeveloped properties do; urban properties rarely.

2

Land trust selection

Donation must be to a qualified land trust (501(c)(3)). We refer to local and national land trusts (Land Trust Alliance, The Nature Conservancy, regional trusts). They accept the easement and hold the restriction in perpetuity.

3

Engineering + appraisal

Engineering work documents the conservation value. Qualified appraisal determines diminished land value (the deduction amount). IRS scrutinizes appraisals; we use highly credentialed appraisers with conservation easement experience.

4

Legal documentation + closing

Easement document recorded with county recorder. Permanent restriction runs with the land. Donor receives appraisal-supported deduction. Coordination with attorney specializing in conservation easements.

What we'll set up for you

A clean handoff, in four steps.

You give us the basics. We handle the state, the IRS, and the compliance clock so you can focus on the business.

01 · Name + Brand

A name that's actually available.

Real-time check against the state register, USPTO trademark database, and matching domains.

02 · State filing

Filed with the Secretary of State.

We submit your Articles, pay the state fee on your behalf, and return the stamped certificate.

03 · Federal IDs

EIN + the right tax setup.

Federal Employer ID with the IRS, plus state tax accounts when your business needs them.

04 · Stay compliant

Registered Agent + deadline tracking.

Your agent on file in every state, with every renewal and annual report tracked in one calendar.

Pricing

Transparent conservation easement pricing.

Government fees pass through at cost. No upsells.

SPA · simple deal under $5M

$2,499
Standard structure

Stock acquisition of single-owner entity or simple cap table. Standard reps + indemnification. For straightforward small-business acquisitions.

Get started

SPA · complex / RWI / regulated

$9,999
Complex deal

Complex SPA with R&W insurance integration, multi-jurisdiction, regulatory approvals (HSR, healthcare, financial). For institutional / private-equity transactions.

Get started
FAQ

About the Conservation Easement Service.

Why would a buyer choose stock over asset?
Contract continuity (anti-assignment), regulatory continuity (licenses, accreditations), brand + EIN continuity. Always a buyer concession: buyer assumes unknown liabilities. Indemnity + escrow + R&W insurance compensate. For some deals, asset deal would actually require so many consents that stock is logistically necessary.
What is a 'cash-free, debt-free' deal?
Standard pricing assumption: target's cash is excluded (or distributed pre-close), and target's debt is paid off at closing from purchase price. Working capital is normalized. Without this, valuation gets muddied by balance sheet quirks. We map at LOI.
How does HSR work?
Hart-Scott-Rodino: required pre-merger notification + waiting period (30 days) for deals over $111.4M (2024 threshold; indexed annually). DOJ/FTC review for antitrust. If approved (or expired), deal can close. Most deals clear without issue; some get second-request. We coordinate filing.
Can I get representation & warranty insurance for an SPA?
Yes - actually more common in SPA than APA, because of the broader liability exposure in stock deals. Underwriter does diligence at signing, policy attaches at close. Premium 3-5% of coverage; coverage typically 10% of deal. Replaces or reduces seller indemnity.
What is a 'flip' (Section 338(h)(10))?
An IRS election available for S-corp + QSub acquisitions: treat the stock sale as if it were an asset sale for tax purposes. Buyer gets stepped-up tax basis (depreciation benefit); seller has same single-level tax as a stock sale. Both sides agree. Standard for S-corp deals.
Do I need separate employment agreements?
Usually yes - key employees of the target sign new employment agreements with buyer at closing (or roll-over their existing). Non-competes, confidentiality, IP assignment. Sellers often have separate consulting / transition services agreement for 6-24 months.
Why File.Business

Premium compliance, no service-fee markup.

Trust you can verify

SOC 2 Type II audited platform. 220,000+ businesses served. 60-day money-back on service fees. State fees passed through at cost with no hidden markup. Explicit AUP on restricted industries.

A compliance partner, not a transaction

Most providers go quiet after checkout. We auto-track every annual report, registered agent renewal, and license deadline across your entities. The Business OS dashboard keeps your compliance score visible year-round.

Premium experience competitors cannot match

Premium positioning, transparent pricing, no service-fee markup on state or federal filings. Premium positioning, transparent pricing, no service-fee markup on state filings.

Start your business in the next 5 minutes.

No state-fee markup. Pay only the state fee. 60-day money-back guarantee.

No state-fee markup 60-day money-back Cancel anytime
$0 + state fee Start my business