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I just got off the phone with someone who is selling a start-up a brick and mortar business in my area. For a start-up, the price is right for the merchandise, software, etc. I looked up the business name on the Pennsylvania Business Name Search website. It was founded last year. It's owned by a Delaware corporation. I looked up the Delaware corporation on Delaware's Entity Search webpage. The owner's name doesn't match the name of the person I spoke with. Everything else she told me matches. She said she bought the building and is running a business in the space next door. I searched our county real estate records. She does own the building. I searched the business she is running in the other space, that business is in her name. WTF? Why is the one she is selling not even in her name?
2006 Delaware Corporation started in someone else's name
2006 Pennsylvania Fictitious Name in her name for the business she runs in next door space
2010 Building Purchased in her name
2012 Pennsylvania LLC started in Delaware corporation's name for the business she is selling
Should I wonder about this? I'd only need the business name if I choose to take it, but how can I be sure this woman has a right to sell the inventory and such? Do I just make sure that the Delaware corporation and owner's name is on all of the paperwork?
Also, I believe in need to use the business name if I am buying the software because she said the software is in the business name and she's not sure about transferring the software to another business name. She seemed to think the software can be transferred once but the business name had to remain.
During our conversation, I asked the business name. Then I asked her if she already got the LLC. She said she had but she didn't know how we go about changing it to my ownership. She said it as if it were merely a detail of how to do it, not that it couldn't be done.
Of course, a lawyer can help me with all of this, but I'm not going to bother getting a lawyer if it seems shady from the start. I don't have to buy this business. I'm just in the "let's look at it and think about it stage." I'm wondering if other people's gut reactions are similar to mine or if I'm being overly suspicious?
No building. It's not worthless. It's similar to a business I have been planning to start. I've been doing my research for eternity. The price is a good deal for the inventory, software, store fixtures, etc. I'd pay more if I did it front scratch. The rent is in line with the price of storefronts I have been looking at for the past few months.
I'm not asking if it's worth money. I'm asking if the ownership sounds questionable to others.
I will get a lawyer if I decide to go forward. I'm just asking gut instincts about the ownership.
It almost seems like she could have seized someone else's business that was a tenant and is now trying to sell the business.
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