Q: I am buying all the shares of a Pennsylvania corporation. Assets include real estate and a going concern.
Is a real estate closing required since the corporation continues to own the structures?
A:
You should be consulting with a lawyer. If you do, you will likely be advised to have what you refer to as a "real estate closing." Clearly, the title needs to be searched and you would be best advised to have a new, or updated, policy of title insurance. Is the property free and clear or is there a mortgage? If there is a mortgage, will you be refinancing or trying to take over the existing mortgage? A lawyer will check to see if the mortgage is assignable, as the sale of the corporate stock could well be the equivalent of an assignment. All taxes, utilities and stored fuel, if any, must be prorated to the date of settlement, which is part of a real estate closing. Creditors may have to be notified.
With respect to the stock acquisition, you will need clearance certificates from state taxing authorities, and there are many other things that a lawyer must do and advise you about in a stock purchase.
To repeat, you absolutely need to be helped by a lawyer in this transaction. It is not as simple as you seem to think it is going to be.
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