Agreements form the backbone of any business purchase, sale, or exit. They define the deal, protect all parties, and provide reliable legal framework. In Washington state, these documents must align with local laws, and firms like K&S Canon in Seattle specialize in getting them right. Here’s a closer look at the agreements you’ll encounter and how they work under Washington rules.

Letters of Intent: Laying the Groundwork
A letter of intent (LOI) often kicks things off. This document outlines basic terms—price, timeline, and key conditions—giving both sides a starting point for talks. In Washington, an LOI isn’t usually binding unless stated otherwise, but it sets expectations. For instance, a Seattle tech startup might use an LOI to signal interest in selling its shares, paving the way for detailed negotiations. Clarity here builds trust and keeps the process moving.

Purchase and Sale Agreements: The Main Event
The purchase and sale agreement is the heart of the transaction. It details what’s being sold (assets or stock), the price, payment terms, and obligations like warranties or repairs. Washington state law adds layers: the agreement might need to address sales tax on tangible goods under RCW 82.08 or include clauses for transferring state-issued licenses. If the deal involves real property, like a storefront in Bellevue, it must comply with recording rules in King County or beyond. Precision in this document prevents misunderstandings and holds up in court if needed.

Exit Agreements: Wrapping Up Ownership
For business exits, an exit agreement outlines how you step away. It covers ownership transfer, final payments, and operational handoffs. In Washington, tax considerations—like capital gains under RCW 82.04—play a role in your exit from a business, as does updating the business’s state registration with the Secretary of State. A retiring restaurateur in Redmond, for example, might use an exit agreement to transfer their lease and liquor license in a way agreeable to all parties. Solid drafting here keeps the transition clean and lawful.

Adapting to Washington Law
Washington’s legal landscape shapes these agreements. The state’s Business Corporation Act (RCW 23B) governs stock transfers, while asset sales might trigger creditor notice requirements under RCW 19.40. K&S Canon’s experience in Seattle ensures these documents meet local standards, from drafting to signing.

Need Agreement Support? Contact K&S Canon in Seattle to draft or review your business transaction agreements under Washington state law—connect with us now to move forward with confidence.

Disclaimer: This blog post is intended for informational purposes only and does not constitute legal advice. For specific guidance, please consult a qualified attorney familiar with Seattle business regulations and transactions.