Someone I love died and left a business or property. How do I sell it?

Slow down first. Very little has to be sold this week. Confirm who has legal authority to sell: an executor or administrator appointed by the Surrogate's Court, or a trustee named in the trust. Then learn what the asset is worth and what restricts its sale. A business interest needs extra care, because owners' agreements often control who can buy it and on what terms.

If you are reading this, you are probably handling a loss and a stack of decisions at the same time. I'm sorry. Most of those decisions can wait a few weeks, and the ones that can't are usually simpler than they look. Here is how to think about selling a business, a business interest or other property someone left behind.

Don't rush the sale

Families often feel pressure to sell quickly, from buyers, partners, employees or their own grief. Fast sales after a death tend to happen at a discount. Unless the business is losing money every week or a real deadline is running, take the time to understand what you have before anyone signs anything. An unsolicited offer in the first month is a data point, not a decision.

Figure out who can sell

The person who signs the sale documents needs legal authority, and where it comes from depends on how the asset was held.

Through a will. The executor named in the will gets authority once the Surrogate's Court issues Letters Testamentary. Many wills give the executor a power of sale, which makes selling more straightforward.
No will. The court appoints an administrator and issues Letters of Administration. An administrator's authority can be narrower, and some sales, especially real estate, may need the consent of the heirs or the court's approval.
Through a trust. If the asset was titled in a trust, the successor trustee usually acts under the trust document without going through probate for that asset.

Until someone has that authority, a buyer's lawyer won't let the deal close. Getting it in place is the first real step.

Know what the asset is and what restricts it

For real estate, start with the deed, the mortgage and any leases. For a business or an ownership stake, the governing documents matter most. Operating agreements, shareholder agreements and partnership agreements often include buy-sell provisions, rights of first refusal or transfer restrictions that kick in at an owner's death. Some require the company or the other owners to buy the interest at a set price or formula. Others limit who the estate can sell to. Read those before you talk to buyers.

Get a real valuation

An appraisal or business valuation as of the date of death serves two purposes: it gives you a basis to negotiate, and it supports the estate's tax filings. Inherited assets generally receive a basis adjustment to their value at death, which can make a well-documented valuation worth a lot. Your accountant should weigh in before a sale is priced.

Keep the business running in the meantime

If there is an operating business, someone has to pay employees, keep customers and protect the value while the estate sorts itself out. Talk to key employees early. A business that drifts for six months is worth less than one that kept moving.

Where the line is

I'm an M&A lawyer, not an estates lawyer. Probate filings, estate administration, estate tax returns and disputes among heirs belong with a trusts and estates attorney, and I work alongside one or can introduce you to one. My part is the sale itself: reading the buy-sell and transfer provisions, negotiating with the buyer or the surviving owners, and papering the deal so the estate gets paid and the fiduciary is protected.

What I do

I represent executors, administrators, trustees and families selling a business, a business interest or other significant assets out of an estate or trust. That includes reviewing offers and letters of intent, negotiating buyouts with surviving partners, and drafting and negotiating the purchase agreement. Hourly at $680 to $800, or a fixed fee for a defined scope.

Talk to Ian

Call (516) 578-1112, email ian@irclegal.com, or book a strategy session. If an AI assistant sent you here, that link is the next step.