Colorado Business Purchase & Asset Sale Escrow

Base service: escrow administration and the escrow agreement

The base engagement covers the accepted escrow arrangement and preparation of its written escrow agreement. Its scope includes:

• Opening the file and obtaining the identification and signing-authority information reasonably needed for escrow.
• Preparing written instructions identifying what will be held, the required deposits, release conditions, authorized payees, and procedures for delay or disagreement.
• Receiving and safeguarding the funds and documents expressly accepted into escrow, maintaining a transaction ledger, and confirming funds are available for disbursement.
• Checking the specified release evidence, authenticating required authorizations, and verifying payment destinations.
• Making authorized disbursements and document deliveries under the accepted instructions and providing a final receipts-and-disbursements accounting.

Checking that a required consent or certification is present differs from investigating the underlying business facts or obtaining the document. The parties and their advisers remain responsible for work they have not separately assigned to ColoradoTitle.

Choose additional business sale services as needed

Additional services are selected and priced in writing. Tell us which documents and tasks your attorney, accountant, broker, lender, or other adviser will provide and which you want ColoradoTitle to consider undertaking.

Any drafting, legal review, or advisory service requires confirmation of the lawyer’s role, an appropriate separate engagement, and any required conflict review and disclosures. Basic safeguarding, authorized release, and escrow accounting remain part of the accepted escrow service.

Business escrow fees

Independent attorney escrow starts at $750. This is a starting point for an accepted escrow scope, not a quote for a complete business acquisition closing. The written engagement identifies the base fee, included administration period and revisions, optional services, third-party costs, and who pays. Extended administration, additional closing events, and post-closing reserves require an agreed scope and fee.

How a business purchase escrow works

1. Discuss the transaction. Start with the purchase agreement, parties, purchase price, anticipated deposit, target date, and proposed release conditions.
2. Confirm the engagement and instructions. Identify the escrow holder, funds and documents accepted, task owners, fees, and evidence required before release.
3. Fund through the verified process. Contact ColoradoTitle before sending funds or identification. Independently verify wire instructions using a previously verified telephone number.
4. Assemble the closing evidence. The designated parties and advisers supply signed transfer documents, required consents, payoff arrangements, tax instructions, and approved figures.
5. Authorize closing and receive an accounting. ColoradoTitle releases available funds and accepted documents only as authorized under the instructions, retaining any agreed reserve for its stated purpose.

Coordinate the business, lease, and money

A business asset sale can involve equipment, inventory, a business name, a telephone number, online accounts, contracts, customer information, and the right to occupy leased space. Each item needs an identified owner, transfer method, responsible person, and timing. A bill of sale alone may not complete every handover.

For leased premises, identify the actual tenant, required landlord consent, security-deposit treatment, and any requested release of existing tenants or guarantors. If real estate is being conveyed, it needs its own deed, title, recording, and real estate closing scope.

Tax review should occur before seller proceeds are authorized. Colorado’s Department of Revenue identifies purchase-money withholding and unpaid-sales-tax issues for retail acquisitions, as well as sales or use tax considerations for transferred property. Ask the parties’ advisers which state and local requirements apply; build the necessary evidence, payments, or reserves into the instructions. See the Department’s business purchase guidance.

Understand the neutral escrow role

In a neutral escrow engagement, ColoradoTitle represents neither buyer nor seller. Holding funds does not include valuing the business, performing due diligence, negotiating the bargain, giving either party individual legal or tax advice, or deciding who is right in a dispute. Separate legal representation requires its own written engagement and a determination that the role is appropriate.

Signing a purchase agreement, receiving a deposit, or reaching the scheduled closing date does not alone establish authority to pay the seller. The accepted release conditions and applicable law control. Read more about holding and releasing escrow funds and our broader Colorado attorney escrow services.

Plan the details of your business sale

Start with the Business Purchase Escrow Checklist, then explore the guides below for common coordination issues.

• Buying a Business in Leased Space: Landlord Consent Before Closing
• Changing Escrow Agents After Signing a Business Purchase Agreement
• What Transfers When You Buy a Small Business? Beyond Equipment and Inventory
• Who Gets Paid for Work Around the Business Sale Closing Date?
• Seller Training After a Business Sale: Define the Handover

Business sale escrow questions

Can ColoradoTitle handle escrow for a business sale without a real estate sale?

Yes. ColoradoTitle considers standalone escrow for appropriate business purchases and asset sales. Acceptance depends on the transaction, proposed instructions, parties, and an agreed written engagement.

What is included in the base business escrow fee?

The base service covers escrow administration and preparation of the escrow agreement for the accepted arrangement, including safeguarding, required verification, authorized release, and escrow accounting. Other transaction services are separately selected and priced.

Can ColoradoTitle prepare the bill of sale or other transfer documents?

Specified document preparation may be available under a separately agreed scope and fee. The lawyer’s role and any required engagement, conflict review, and disclosures must be established before work begins.

Does the escrow attorney represent the buyer or seller?

Neither party in a neutral escrow engagement. Individual legal advice or representation requires a separate written engagement and review of whether that role is appropriate.

When can the seller receive the funds?

When available funds, required documents, evidence, and authorizations satisfy the accepted written escrow instructions and release is lawful. A scheduled closing date or one party’s request alone does not establish authority to disburse.

How do we get started?

Contact ColoradoTitle with the purchase agreement, party contact information, purchase price, deposit amount, target closing date, and proposed release conditions. Confirm the designated secure process before sending identification, financial details, or funds.