Day One Ready

DealAsset purchase

Headcount35 · 25 hourly, 10 salaried

Where they workNY facility · install work in NJ, IL, VA, DC

Target closeAbout 45 days out

Payroll todayPaychex · HR run by the controller

Health planNone · cash stipends to some staff

Retirement401(k) terminated

Time off80 hrs PTO granted Jan 1, all staff

14-point people check

4FixNeeds action before or at close

6ConfirmA known question, answered in documents

3Not reviewedNeeds documents we haven't seen

1FineNothing to do from what we know

ItemStatusWhat we know

01Worker classificationConfirmAll W-2 per the buyer, no contractors reported. Whether the salaried roles are exempt from overtime is a documents question.

02Hourly, overtime and travel timeConfirm25 hourly employees with out-of-state install days. Travel-time and overtime rules differ by state; payroll registers will show how it's handled now.

03Multi-state registrationsConfirmWork in NJ, IL, VA and DC. Whether any of those triggers withholding or unemployment registration depends on days and duration.

04Payroll continuity at closeFixNew employer, new accounts, new first payroll. The date is set by the close date, not by you.

05Health benefitsFixCash stipends outside a plan. Detail in the benefits decision below.

06Retirement planConfirm401(k) was terminated after audit costs. Confirm the final filings were done and whether staff expect a replacement.

07PTO liabilityFix80 hours granted up front each January to every employee, hourly included, with no clear rollover rule. Earned time needs a closing-date balance and a decision on payout versus credit.

08Employee handbookNot reviewedOne exists and is described as old. We have not read it. An asset deal is the natural moment to reissue it under the new employer.

09Offer letters and rehire packetFixEvery employee needs an offer letter from the new employer before close. New I-9s for everyone, or take over the seller's I-9s and their errors: counsel's call.

10Key-person retentionConfirmTwo roles were described as the operational backbone. No retention or stay agreements were mentioned.

11Prior employee claimsConfirmOne prior matter disclosed. Counsel's call on reps and retained liabilities; we flag it so it isn't missed on the HR side.

12Employee files and I-9sNot reviewedHandled in-house by the controller today. Completeness unknown until we see the files.

13Employment agreements and non-competesNot reviewedWhether any exist for the key roles, and whether they assign to the buyer in an asset deal. Counsel's territory; we flag it so it's on the list.

14Union or collective bargainingFineNone reported.

Payroll and benefits: the two decisions

Payroll: keep Paychex, switch, or PEO?

Quote it

An asset deal means a new employer on Day 1 regardless, so the payroll decision is free. 35 W-2 employees, one home state, multi-state install work and no group health plan is the profile where a PEO usually prices well against a standalone payroll plus a new benefits plan.

Our read: worth quoting two PEOs and one standalone option before close. We'd have numbers in a week. No fee to you either way.

Benefits: the stipends

Fix at close

About $350 a month is being paid to some employees for health coverage, outside any plan. Paid as cash, it's taxable wages. Tied to buying coverage, it can break the ACA market rules, with a per-employee daily penalty. And it's uneven across staff. You inherit the practice on Day 1 unless you change it.

Our read: replace the stipends with a plan or a compliant reimbursement arrangement effective Day 1. This belongs in the purchase agreement too; see the counsel notes below.

HR facts your counsel will want

Closing-date PTO balances: payout by the seller, or credit to the buyer.
The health stipend practice: who carries pre-close exposure, and the Day 1 change.
Terminated 401(k): whether the plan was properly wound down.
Seller's unemployment experience rating: whether it follows the business in New York. We'll pull it.
The disclosed prior employee matter.

We send the facts and the documents behind them. The legal position and the language are SMB Law's.

If you want help with the rest

Everything marked Fix, Confirm or Not reviewed above is the transition work: the document review we haven't done, the registrations, the payroll and benefits setup, the offer letters, the handbook, Day 1 and the first payroll. We scope it and send a flat-fee quote within two business days.

The questions your team gets that aren't legal questions

Every SMB Law buyer gets a Day One Ready review. It's your bonus to give. We do the work.

What's free, and what's paid

Day One Ready review

Pre-close review and transition support

PEO, payroll and benefits placement

What the $0 buys them

A better closing package, and less noise on your attorneys

A stronger closing package, at zero cost

It works without Kevin or Eric on the deal

Fewer non-legal questions on your team

The post-close legal work comes back to you

Charlotte's searcher community

Your name on the intro, not on our work

Day One Memo

14-point people check

Payroll and benefits: the two decisions

Payroll: keep Paychex, switch, or PEO?

Benefits: the stipends