Capital Equipment Lease Purchase Agreement: Fill & Download for Free

A financial lease is a lease in which a leasing company (lessor), finances an item to a lessee under a contractual agreement in which the lessor grants exclusive use and possession of the leased asset for a specific period of time to the lessee. A financial lease is synonymous with a capital lease, which varies from an operational lease. Either of the former provide that the lessor does not own the equipment, such as is the case in a merchant lease. The capital or finance lease terms are such that the life of the asset is used up during the term of the lease. These leases are fully amortizing, meaning the value of the equipment is fully paid out. That is, the full value of the equipment is financed in the lease. In order to explain better, let's take an operating lease, such as a vehicle. Suppose the vehicle has a new value of $30,000. You lease it for three years for $500.00 per month, with zero down. You would pay $18,000 over the 36 month term in lease payments. Disregarding interest charges and dealers profit, you can see $12,000 dollars is left over. The remaining amount is referred to as a Residual Value. In other words the RV is the value remaining at the end of the original lease term. For explanative purposes, this is a simplified example, but the point is that the lease did not fully amortize over the term. Thus, that would not be a capital (finance) lease. A finance lease may however, have a residual value as a purchase option at the end of the lease. Even though the equipment has been full amortized (financed) and paid for, you can choose to purchase it or send it back to the lessor, renew the lease or perhaps roll or trade-up the lease for new equipment. The amount of the purchase option in a finance lease may be $1.00, a fixed percent of the initial capitalized value, or FMV (fair market value). Note that this will be specified in a clause within the terms of your lease agreement contract.Finance leases or capital leases fall under commercial finance laws and are not held to as high a standard for disclosure as consumer finance is. For example, interest rates must be disclosed in consumer finance, however in commercial finance that is not the case. The governing law that presides over commercial leasing and therefore finance leases can be found in the Uniform Commercial Code Article 2A.There have been regulation changes recently, concerning accounting for leases. On February 26, 2016, the Financial Accounting Standards Board established new guidelines. Most notably among them, is that beginning in January, 2019 all equipment leases will be capital leases. This is most important for two reasons:First, the most popular form of leasing is the capital (financial) lease, which therefore affects millions of businesses.Secondly, Capital leases require balance sheet listing of leased assets, which in turn are depreciated in order for a business to recover the costs. In contrast, the benefit of the operating lease, which will essentially be abolished, is the tax treatment of writing off lease payments as they are paid. All equipment leases will be effected by this. Thus, so too are the lessees balance sheets and ultimately income statements. The exception will be finance leases that have a period of less than 12 months. I ask, who leases a fully amortizing piece of equipment for just one year? For more information on capital finance leases go to http://lesseesadvocate.com.For information pertaining to laws of commercial leasing, Cornell Law has an excellent resource which I use regularly in my leasing blog. It's the law and its public!you can view it here https://www.law.cornell.edu/ucc/2A/article2A

This is a checklist of information that should be carefully examined by venture capitalists while conducting due diligence in connection with a potential investment in a business.The checklist ensures that the potential investor reviews corporate compliance records, finances and taxes, employment and labor issues, business contracts, intellectual property rights, and litigation concerns.This checklist should be used by individuals or entities to help conduct due diligence in connection with a potential investment to ensure that the investor is making a smart and sound investment.VENTURE CAPITAL DUE DILIGENCE CHECKLIST FOR INVESTING IN A BUSINESS1. General Corporate Compliance/Organizational Information.Review the articles of incorporation and bylaws of the company, and any/all amendments.Review the minute book of the company.Verify that the company is duly incorporated and in good standing in the state of its incorporation.Verify that the company is qualified to do business in all states in which it transacts business.Review all stock certificates and determine the number and type of the authorized and issued shares of stock of the company and the registered owners of the issued and outstanding shares.Determine whether there are options, warrants, or other rights to acquire shares outstanding.Review stock transfer records of the company.Review all agreements between the company and its shareholders.Review securities law filings under state and federal securities laws.2. Financial and Tax Information.Review the financial statements, balance sheets and income statements of the company, including all profit and loss statements for the current year and the past five years.Review all budgets, business plans, projections and management reports prepared by the company within the past five years.Review the company’s accounts payable, including their quality, aging and composition, and determine if there are any disputed accounts.Secure credit reports.Review any forecasted income statements and balance sheets. if available, for both the current and following fiscal years, or for such periods as forecasts have been prepared, and the assumptions upon which the forecasts are based.Review company’s pricing policies and compliance.Review company’s inventory valuation, turnover and obsolescence review.Determine whether the company has any secured financing, including accounts receivable or inventory financing, and review all documents associated with that financing.Review and create a list of names and locations of all banks utilized by the company including full information on the types of accounts and the names of persons authorized to draw thereon.Review all bank loan agreements.Review all federal, state, and local income tax returns of the company for the past five years.Obtain copies of property tax assessments for the past five years.Communications between the company and the IRS, including, without limitation, audit and revenue agent’s reports (federal, state and local); settlement and consent documents and correspondence; and agreements waiving statute of limitations or extending time.Copies of documents relating to IRS or state tax proceedings, deficiencies assessed, or audits commenced.3. Employment and Labor Matters.Obtain a list of the company’s employees, their job classifications, compensation, and length of employment.Review all employment agreements.Review all indemnification contracts or similar arrangements for officers and directors of the Company.Review all of the company’s employee benefit plans, including retirement plans, pension plans, profit-sharing plans, deferred compensation plans, health insurance, and other employee health and welfare plans.Review all documents relating to employee stock option plans, incentive stock option plans, employee stock purchase plans, stock bonus plans, salary bonus plans and any other benefit plans or arrangements.Review the company’s personnel manual and all documents furnished to employees in connection with their employment.Review the current and proposed organizational structure of the company.Determine whether there are any claims by employees or government agencies, or investigations, pending against the company arising out to employment matters, including discrimination claims, grievances, arbitration cases, workers’ compensation cases, OSHA cases, labor disputes and similar matters.Review the company’s relationship with independent sales agents and other independent contractors with whom the company deals on a regular basis.Review all collective bargaining and union agreements to which the company is a party.Review any copies or schedules of contracts, plans, or arrangements regarding election or termination of directors and officers.4. Business Contracts and Commitments.Obtain a list of the company’s major suppliers, the goods or services supplied, and annual dollar volume of business with the company.Review copies of all agreements between the company and its major suppliers.Obtain a list of the company’s major customers, the goods or services supplied, and annual dollar volume of business with the company.Determine whether there are currently, or have in the past been material disputes between the company and its suppliers or customers.Review all agreements pertaining to the marketing and distribution of the company’s products or services, including all agreements with independent sales representatives, distributors, marketing companies and franchisees.Review all material agreements with customers, including warranties provided to customers.Review all installment sales agreements.Review all forms of sales invoice, purchase order, receipt, agreements, and other sales documents used by the company.Review documents describing the company’s products or services such as promotional literature, brochures, and newsletters.Review copies of any license or royalty agreements.Review any sale-leaseback arrangements.Note any membership agreements or other relations with trade associations.5. Intellectual Property.Review all material license agreements relating to intellectual or intangible property running to and from the Company.Create a list of all patents, trademarks and copyrights held by or licensed to the company.Review all documents relating to patents and trademarks including filings with U.S. Patent and Trademark Office.Note any policies and procedures relating to identification and protection of trade secrets and other confidential information developed by the company and/or disclosed to the company under a covenant of nondisclosure.Review the technological infrastructure of the Company, including: proprietary hardware, software systems, and networks; all leased, purchased, or shared hardware, software systems, and networks; all interconnecting hardware, software systems, and networks’; environmental systems, including vaults, alarm systems, elevators, and telephones.Review sales contracts for hardware and software systems, including warranty provisions, licensing agreements, operating agreements, maintenance and service contracts, consulting agreements and other strategic business relationships pertaining to data processing and information technology.6. Equipment and Personal Property.Obtain a list of all machinery, equipment, furniture, and fixtures owned or leased by the company and depreciation schedules and leases.Review any installment purchase agreements.Review service contracts on tangible personal property of the company.Obtain an inventory list, including category and aging information.Review the company’s accounts receivable records, including age, composition and write-off history.Review information about the company’s trade secrets and evaluate the company’s trade secret protection program.Obtain a search of appropriate state and local records for U.C.C. financing statements and other evidence of liens or encumbrances.Source: http://www.bloomberg.com/small-business/business-forms/venture-capital-due-diligence-checklist#docstoc-embed

Here's a pretty comprehensive list, but use some of your high cash flow to get a lawyer. You don't want to screw this up.Copies of charter documents and by-laws of the Company with all amendments to date;All minutes of meetings (or written consents) of the Board of Directors, committees of the Board of Directors and shareholders of the Company since inception;All agreements, memoranda and offering materials pursuant to which any person has purchased or has the right to purchase securities of the Company;All agreements under which any person has registration rights, preemptive rights or rights of first refusal for shares of any class of shares of the Company;All share option, warrant or other agreements granting the right to purchase any securities of the Company;The share record books of the Company and all shareholders’ agreements, voting trusts or other agreements pertaining to, or restricting the sale, transfer or voting of, shares of the Company;A schedule of all direct and indirect subsidiaries and affiliates of the Company (including minority-owned subsidiaries and affiliates), all owners of securities of such subsidiaries and affiliates and the number of shares held;A schedule of all material transactions involving the Company and any shareholder, director or officer or any other affiliate of the Company and any agreements pertaining to the foregoing, including any share purchase agreements, lease agreements, management agreements, indemnity agreements and loans to or by an officer, shareholder or director;All employment and consulting agreements to which the Company is a party.All profit-sharing, pension, bonus, incentive, superannuation or other similar compensation or retirement plans or arrangements, medical and insurance plans or any other employee benefit agreements, whether formal or informal, and any determination letters relating thereto and drafts of any similar or proposed plan.All loan agreements, line of credit agreements, indentures, mortgages or other debt instruments or arrangements (including, without limitation, any guarantees or obligations of other persons), and any documents pertaining thereto, including, without limitation, all security agreements, notices, waivers, extensions and modifications, and any proposed amendments thereto;Copies of any debt compliance letters provided by the Company (or its Auditors) and supporting calculations;All agreements involving the pledge, hypothecation or giving of any security interest in any of the Company’s assets or property or equipment leases;All leases and related agreements pertaining to real property, equipment or other property, products or services of the Company;All deeds, mortgages and title reports and policies for all real property owned by the Company;A schedule of all fixed assets owned by the Company;All marketing, sales or distribution agreements, including proposed agree¬ments;A list of all partners and copies of all partner agreements.All service contracts, research contracts, product development contracts and consulting agreements in connection with the development of any products or services of the Company;Copies of any agreements with sales agents, distributors, resellers, or individuals who have within the past three years provided services to the Company.Any agreements where the Company has been an agent, distributor, or reseller for another firm or product.All joint venture and partnership agreements to which the Company is a party;All confidentiality agreements or non-competition agreements;A schedule showing all United States and foreign patents, trademarks, trade names and copyrights owned, held, or applied for by the Company and all correspondence, reports and notices relating to such patents and the applications therefor;All licenses, assignments and royalty agreements to which the Company is a party, including, without limitation, any such agreements relating to products, know-how, patents, trademarks, trade names and copyrights;Details of any actual or claimed infringement by the Company or its officers of the intellectual property rights of any other person;Details of any existing dispute in respect of the intellectual rights owned, used or enjoyed by the Company;Confirmation from patent attorneys for the Company confirming the ownership position and/or status of all intellectual property;Copies of all governmental licenses, permits, approvals, authorizations and consents;Copies of market studies made by or for the Company and copies of all articles, brochures and press releases issued by the Company relating to the Company’s business, products or material events issued within the last five years;All pleadings and correspondence and other documents relating to any threatened or pending litigation involving the Company as plaintiff or defendant, as well as copies of all settlement agreements entered into within the last five years relating to any material litigation;A description of any bankruptcy, winding up, proposed winding up, arrangements with creditors, scheme or arrangement, receivership, official management, administration or insolvency, criminal or other judicial proceeding pending, expected or completed within the last ten years involving any of the Company’s officers and directors (including persons nominated to those positions);All agreements with finders, brokers or underwriters;Copies of all material contracts not otherwise covered above;Copies of all counsel’s letters to the Company or to the Company’s accountants with respect to litigation, contingent liabilities and other matters for the last 3 years;Copies of the Company’s audited financial statements for the three most recent fiscal years. Any and all other audited or reviewed financial statements and the name and telephone number of the audit partner and manager who worked on the account;Copies of all management representation letters to, and reports issued by, the Company’s independent accountants;A detailed description of the Company’s capitalization of expenses, including but not limited to software development.Description of any other deferred revenue or expenses or accrued revenues or expenses.All management, marketing, sales, market size and nature or similar reports or memoranda relating to future business plans or projections which have been prepared by or for the Company. Copies of operating plans for current year and next year;A complete list of all customers (paying and non-paying) with annual volume indicated. Copies of any agreements or contracts which govern the relationship with customers, including but not limited to service agreements. The number of new customers acquired each of the last three years. The number of customers lost in each of the last three years;Access to the audit and tax work papers of the Company’s Independent Auditors relating to the most recent year ended.Detailed internal annual financial statements for last 3 years (P+L, Balance Sheet and Cash Flows) This should include budget to actual comparisons, if available, with any related management discussion of results of operations;Detailed monthly internal financial statements for the current and prior year, including budget to actual comparisons, if available, with any related management discussion of results; Forecasted financial statements and cash flow for next 3 years;Copies of any current strategic plans, business plans for board, advisors or potential purchasers.Copy of federal tax returns for last 3 years;List of states in which Company does business and a copy of income, franchise and sales tax returns for each state for last 3 years;Status of federal and state tax examinations, and a copy of any revenue agent reports received in prior examinations;Summary of any tax loss carryforwards available;Analysis of current and deferred tax provision and liability accounts at for last 3 year-ends;Summary list of cash accounts, including list of restrictions;List of investments;Amount of account receivable gross balance and related reserves for last 3 years.Summary of amount of receivable write-offs for last 3 years;Summary of fixed assets by major component at most recent year-end, and most recent interim date;Summary of accrued liabilities at most recent interim date, comparable date of prior year, and last year-end;Estimate of value of any assets or potential liabilities not on the balance sheet;Schedule of any unusual or non-recurring items included in income for the last 3 years;List of identifiable intangible assets, whether reflected on financial statements or not.