Selling Your Business? A Due Diligence Checklist

clients talking with attorney at corporate law firm about an acquisition and due diligence

If you are thinking about selling your business in the next one to three years, working with an experienced business attorney early in the process can make a significant difference in how smoothly that sale goes. The single biggest mistake most owners make is waiting until a buyer shows interest before getting organized. By the time a letter of intent is on the table, due diligence moves fast, and any gaps in your records can slow the deal down, reduce your purchase price, or in some cases cause a buyer to walk away entirely.

The good news is that most of what buyers look for is well within your control if you start early. Here is a due diligence checklist to help you get ahead of the process.

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The Benefits of a PPM

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Many individuals and business owners operate under the incorrect assumption that when looking to raise capital, they can simply sell securities to any person on the street. However, the general rule is that any public offering of a security must be registered with the SEC, unless an exemption exists.

For many small businesses, registration with the SEC is not feasible due to the expense. Luckily, several exemptions from registration are offered. Some of the most common exemptions are found under regulation D (specifically Rule 506, which is a Safe Harbor under Section 4(a)(2)). Yes, it’s confusing. A Private Placement Memorandum (or PPM) is a document that businesses use to take advantage of such exemptions.

Read on to learn more about PPMs and how they can benefit your business when raising capital.

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DEA Registration Process for Cannabis Businesses: What Operators Need to Know

DEA registration on paper sheet.

Updated October 22, 2026

DEA registration has become an important consideration for state-licensed medical cannabis businesses. A federal rule effective April 28, 2026, placed qualifying medical marijuana in Schedule III and created a registration pathway for state-licensed medical marijuana manufacturers, distributors, and dispensers.

The change does not authorize recreational cannabis operations or automatically grant federal registration to every state license holder. Businesses must evaluate their license, activities, application status, and continuing compliance obligations.

For operators considering DEA registration, the most immediate questions are whether they qualify, which application applies, and what happens while an application is pending.

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FAQs about Wyoming LLCs

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Frequently Asked Questions About Wyoming LLCs

What is a Wyoming LLC?

A Wyoming LLC is a limited liability company formed under the laws of Wyoming. Like LLCs in other states, a Wyoming LLC is a flexible business structure that combines liability protection with pass-through taxation, but Wyoming’s statutory framework offers additional tax and privacy benefits that many business owners find attractive.

Why would someone choose to form their LLC in Wyoming?

Entrepreneurs and business owners often choose Wyoming because: (i) No state income tax on personal or corporate income; (ii) Strong privacy protections – member or manager names are not required on public filings; (iii) Low filing and maintenance costs relative to comparable states; and (iv) Flexible management structures (member-managed or manager-managed). Together, these features can make Wyoming a compelling choice for domestic and international owners alike.

Can a non-resident form a Wyoming LLC?

Yes. Wyoming does not require LLC members or managers to be U.S. residents or to be physically located in Wyoming. Non-residents may form and own a Wyoming LLC, subject only to federal requirements and ongoing compliance obligations.

What are the basic formation requirements?

To form a Wyoming LLC you must: (1) Select a unique business name that complies with Wyoming naming rules; (2) Appoint a Wyoming registered agent with a physical address in the state; (3) File Articles of Organization with the Wyoming Secretary of State; and (4) Pay the state’s filing fee. An operating agreement, while not required by statute, is strongly recommended to document ownership and governance.

How much does it cost to form and maintain a Wyoming LLC?

Initial filing fee: Typically around $100 for the Articles of Organization.
Annual report fee: Generally around $60 or more depending on Wyoming asset values.
Registered Agent fee: Generally between $40 and $120 depending on the service.

Navigating a Shareholders Agreement

In the world of closely held corporations, a Shareholders’ Agreement (or Stockholders’ Agreement) is a pivotal document that governs the relationship among the shareholders of the corporation. A shareholders’ agreement may not be proper for every corporation. However, it is highly recommended for small and medium-sized businesses. Understanding the key elements of this agreement is crucial for any shareholder or prospective investor in a corporation. This blog from our business lawyers provides a high-level overview of the common provisions found in a shareholders’ agreement.

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Making Sense of Wyoming LLCs

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Forming a limited liability company is one of the most important foundational decisions a business owner makes. While many entrepreneurs default to forming an LLC in their home state, Wyoming LLCs have gained national popularity due to their tax treatment, privacy protections, and low administrative burden.

That popularity, however, has also led to misuse and misunderstanding. A Wyoming LLC can be an excellent tool in the right circumstances, but it is not a one-size-fits-all solution. Below, we break down what Wyoming LLCs offer, why they are attractive, and when they may not be the right choice.

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