Announcer: Information provided on this podcast does not, and is not intended to constitute legal advice. All information, content and materials available on this podcast are for entertainment purposes only. The views and opinions expressed are those of the speakers and do not necessarily reflect the official policy or position of Cultiva Law. Now, without further ado, here are your exquisite esquires, Mio Asami and Fabiola Jimenez.

Fabiola Jimenez: What up, squad?

Mio Asami: What up, squad? We’re back. It’s your girls.

Fabiola Jimenez: It’s your girls for episode four of four, of the business series.

Mio Asami: Business series.

Fabiola Jimenez: It’s so hard to say goodbye, but that’s what happens when you break up and you got to close your shit. That’s it. This is where we’re at.

Mio Asami: We are, because that’s what we’re talking about, breaking up.

Fabiola Jimenez: We’re talking about…

Mio Asami: Breakups are hard. It’s difficult.

Fabiola Jimenez: It is. It is. It’s hard, but you got to plan. If you plan…

Mio Asami: Unless you’re getting paid.

Fabiola Jimenez: Also, that. But if you plan, if you get everything right, the breakup is a lot smoother than in many of the other situations that we have seen.

Mio Asami: Mm-hmm (affirmative). Mm-hmm (affirmative).

Fabiola Jimenez: So, our weekly word is actually dissolution.

Mio Asami: Dissolution.

Fabiola Jimenez: Which is very similar to when you get married. What is your divorce called?

Mio Asami: Oh yeah. Hell yeah. Dissolution

Fabiola Jimenez: A dissolution. So, this is business…

Mio Asami: Divorce.

Fabiola Jimenez: Dissolution. It’s business divorce, it’s business breakup.

Mio Asami: Yes. Yes.

Fabiola Jimenez: It is very hard, but…

Mio Asami: But sometimes it’s not. Sometimes you’re leaving amicably. You’re like, “You know what? I’ve done my deal.”

Fabiola Jimenez: I’m done.

Mio Asami: Yeah, you guys have…. I’ve contributed everything that I can. You’re all going to fly good without me, so let’s peace out.

Fabiola Jimenez: Also, I’m really rich now, so I don’t need you.

Mio Asami: Yeah. Cut the check.

Fabiola Jimenez: And there’s… Cut the check. She said that eight times already. And she’s real serious.

Mio Asami: I have been saying that all day. You know what? No shame, because Falcon and The Winter Soldier is… Episode two was bonkers and I’m obsessed. Anyway. And also, today… Even though we’re releasing it on a later day, the day that we’re recording it is March 26, which for all y’all that know, checks over stripes, it’s Air Max Day. It’s Nike Air Max Day. Let’s let’s celebrate rightly so, even though I’m wearing stripes today.

Fabiola Jimenez: I think this is a millennial thing. I have no idea. I have no idea what the date… What’s this means?

Mio Asami: Nike. Nike’s got Air Max Days.

Fabiola Jimenez: I got Nikes. I got lots of Nikes.

Mio Asami: Yeah. So, Nikes are checks, Adidas are stripes. So, like Drake says…

Fabiola Jimenez: Yes. Oh, yes.

Mio Asami: Checks over stripes.

Fabiola Jimenez: Again, [crosstalk 00:02:18] it’s a millennial thing. I’m so out of the loop. So out of the loop, man. So, out of the loop.

Mio Asami: You’re a fucking millennial, what are you talking about?

Fabiola Jimenez: I’m old though. I’ve become… I’m just an old soul.

Mio Asami: I’m just too embarrassing. I’m going to be that embarrassing aunt that tries to say hip for as long as possible.

Fabiola Jimenez: I’m just going to be the rich aunt. I’m going to be really snooty. That’s just my new business.

Mio Asami: Luckily, I don’t have any nephews or nieces, so they don’t have to be embarrassed by me.

Fabiola Jimenez: Oh.

Mio Asami: Anyway.

Fabiola Jimenez: It’ll be embarrassment by osmosis, or whatever.

Mio Asami: Yeah. Just whatever. Fuck.

Fabiola Jimenez: All right. All right, y’all. So, back to business. So, when we’re talking about exiting a business, obviously there’s a lot of issues that we come across, but the four that we’re going to talk about today are really the big [crosstalk 00:03:07] all encompassing matters.

Mio Asami: It’s like a how to, right?

Fabiola Jimenez: It is like a how to. Obviously, please, please, please remember that there are so many other issues that come about.

Mio Asami: A hundred percent.

Fabiola Jimenez: Even when, as we talk about this, there are multiple layers behind each topic, and every topic has a sub topic.

Mio Asami: Right.

Fabiola Jimenez: But overall, this is going to be a good roadmap for you when you’re thinking about what it looks like to exit.

Mio Asami: Yeah.

Fabiola Jimenez: So, first and foremost, I think we’ve talked your ears off about how important it is to have your documents. Right?

Mio Asami: Yeah. A Hundred percent.

Fabiola Jimenez: You have to have your documents. You have to have everything formalized.

Mio Asami: No cap.

Fabiola Jimenez: No cap. See, Millennial. Hashtag cool mom.

Mio Asami: That’s sweet.

Fabiola Jimenez: Okay, stop, stop. I’ll stop. That was super embarrassing. I’m so sorry. But it’s true. But yeah, so you’re talking about make… And with all the other episodes, we’re talking about getting all your… Everything buttoned up. You have your documents, you have everything in writing, you have receipts.

Mio Asami: Get it ready. Get it ready.

Fabiola Jimenez: Yeah, you’re just basically getting ready for the day you want to say goodbye.

Mio Asami: Mm-hmm (affirmative). Absolutely.

Fabiola Jimenez: And so, gathering your corporate documents is truly, and literally the step one, because people have businesses for a number of years and you’d be surprised at where people lose their stuff. And so you’ll have… You’ll change accountants over time, you’ll change lawyers over time, you’ll change CFOs and CEOs. And even for businesses that are not opened up for that much longer… I mean, even divorces have a lot to say.

Mio Asami: Yeah. A hundred percent.

Fabiola Jimenez: Someone’s stayed with the house with all the business records. I mean, there’s just so much that happens. So, truly as simple as it is, you really have to gather the documents that you have and do an audit. Figure out what you have and what you don’t have. And it’s really important because if you have the documents, you can base your next move and your exit strategy on what you have. If you don’t have those documents, then you have to go by state law to figure out how can I appropriately move to close this business.

Mio Asami: Unless… But there’s… You can always still adopt an operating agreement.

Fabiola Jimenez: You can.

Mio Asami: Right before you decide to [crosstalk 00:05:05] the company.

Fabiola Jimenez: A hundred percent. Yeah.

Mio Asami: Because you look at the default rules and you’re like, “Nah, we don’t want to do it that way.”

Fabiola Jimenez: “That’s not for me.” Right.

Mio Asami: “We want to do it some other way.” So, you can still adopt an operating agreement with your business partners that will dictate how y’all are going to part ways.

Fabiola Jimenez: Exactly. And we had mentioned in earlier episodes, right? I mean, that’s also super important to keep those documents up to date because as you’re exiting and you have someone that hasn’t been with the business for four years, you actually have to get their permission to do stuff.

Mio Asami: Absolutely.

Fabiola Jimenez: Especially leaving and closing up the business. And so, again, it’s so important to make sure you have all your stuff buttoned up, make sure that even if you change lawyers at least you’re consistent and know what you have in your back pocket.

Mio Asami: And, I mean, we all know our audience is mainly cannabis businesses, and there’s some hemp listeners obviously too, and we love you. But as far as cannabis businesses go…

Fabiola Jimenez: We love you.

Mio Asami: Part of the regulations… As far as I’ve seen, part of the regulations, from what I have seen in Washington, in Oregon, in California, there are regulations that require you to keep records correctly, and as current and as accurately as possible.

Fabiola Jimenez: That’s right.

Mio Asami: So, I mean, not to shame y’all but we…

Fabiola Jimenez: [Crosstalk 00:06:26]

Mio Asami: We got to pick it up.

Fabiola Jimenez: Got to do your job.

Mio Asami: Yeah, yeah.

Fabiola Jimenez: And we’ve known some licensees that have lost their licenses because they didn’t keep the records.

Mio Asami: Absolutely.

Fabiola Jimenez: Which, as dumb as it is…

Mio Asami: Which is sad.

Fabiola Jimenez: Yeah. It is so stupid. [Crosstalk 00:06:39]. It is so beyond stupid because this is such a different industry. However, the policy behind keeping records is that the state regulatory people just don’t want some weird shadiness happening behind closed doors. And what is the easiest way to do that? To not have a footprint.

Mio Asami: Right.

Fabiola Jimenez: But that just doesn’t make sense. You’re trying to keep everything nice and tight, and sell everything as completely as possible. All the people that we’ve had business with are really good people. Their… It’s just, it’s a little bit different when you’re dealing with cannabis businesses.

Mio Asami: I mean, not everybody is nefariously not keeping records.

Fabiola Jimenez: Exactly. [Crosstalk 00:07:18]. It’s just, sometimes you don’t realize you need this.

Mio Asami: You even have people… You’re dealing with people who aren’t… They’re small businesses.

Fabiola Jimenez: Yes. Yeah, for sure.

Mio Asami: They’re not corporations with giant servers in some downstairs basement where they can just keep all their records and just keep it up to date all the time.

Fabiola Jimenez: Exactly. Exactly. So, it is tough, but it’s not impossible and it’s really, really important.

Mio Asami: Mm-hmm (affirmative).

Fabiola Jimenez: The second point is, once you figure out what you have and what you don’t have…

Mio Asami: And that includes assets, right?

Fabiola Jimenez: Yeah.

Mio Asami: So, we’re not just talking about legal documents…

Fabiola Jimenez: Oh, that includes assets also.

Mio Asami: We’re definitely talking about assets.

Fabiola Jimenez: Yeah.

Mio Asami: If your company bought property, if your company bought that building that you guys have your farm on, you need to decide how that’s going to be sold, how it’s going to be distributed, how the ownership is going to go.

Fabiola Jimenez: Talking about equipment as well.

Mio Asami: Yup.

Fabiola Jimenez: And so, what’s really interesting, particularly in Washington, is that you can sell literally everything except the cannabis license in a one-step process. I’m selling my equipment to Tom over here, and I’m selling the land to Billy over here, and that’s a totally separate… The state stays out of it. But when it comes to your license, that’s where the state comes in and does their own thing to make sure to approve that sale. And so it’s also, again, really important when you have… When you figure out what you have and what you don’t have, to be able to move those assets accordingly.

Mio Asami: Yeah. I mean, that’s also in Washington. In California, the license is attached to the business, it’s attached to the land, it’s attached to everything. So, you have to do it all in conjunction with each other and make sure that these things… If your company own the land that… If the company that holds the license owns that land, you got to make sure that those are happening in conjunction with each other.

Fabiola Jimenez: Yeah. And again, it’s all your own personal audit. You figuring out what you have and what you don’t have in California will make the whole process easier in Washington. You can get paid the next day for your equipment and for your land. Getting paid for your license is going to take about a year or so.

Mio Asami: Right, right.

Fabiola Jimenez: So, once we have that… As long as we have that nailed, once we figure out what we have, what we don’t have, what’s the next thing we should do?

Mio Asami: Whatever you don’t have, you want to draft up.

Fabiola Jimenez: That’s right.

Mio Asami: You want to make sure, like I said, get it ready. Get it ready. Get it [inaudible 00:09:35].

Fabiola Jimenez: Yeah, you definitely want to draft up the ducks.

Mio Asami: [Crosstalk 00:09:40] I swear to God I’m going to… Anyway. I just keep embarrassing myself today. It’s fucking Friday for me.

Fabiola Jimenez: It is so Friday.

Mio Asami: It’s Friday for us. We’re recording on a Friday.

Fabiola Jimenez: She can’t stop talking about the Falcon something, I don’t know.

Mio Asami: Falcon and The Winter Soldier. Cut the check.

Fabiola Jimenez: See? You see what I’m dealing with?

Mio Asami: Anybody that knows Anthony Mackie in Falcon and Winter The Soldier, shout out fucking Anthony Mackie and Sebastian Stan. Anyway.

Fabiola Jimenez: Okay. I’m going to marry Chris Evans, but anyway.

Mio Asami: But anyway, whatever you don’t have. You realize, “Hey, we don’t have an operating agreement.” Draft it up.

Fabiola Jimenez: Just do it. Yeah.

Mio Asami: You don’t have a whatever the fuck? Draft it up.

Fabiola Jimenez: Yeah. I mean, and that includes actually acknowledging… Which we just had happen not that long ago was that this person is like, “Look, I need… I’m going to open up a bank account. And this person is still showing up on our roster as a governor in our building. Yet he hasn’t been with the company for six years.”

Mio Asami: Holy shit.

Fabiola Jimenez: Yeah. But it was something that they had done years ago.

Mio Asami: That’s a long absence.

Fabiola Jimenez: Yeah. They had done this a number of years ago and they just never cleaned it up.

Mio Asami: Yeah.

Fabiola Jimenez: They never cleaned it up. They never… Because it really wasn’t… It didn’t bother them. It was like, “He’s gone, we’re good, and we just moved on with the business.” And he wasn’t missed, it was an amicable departure, and they just kind of went about their life. But they had a…

Mio Asami: They never made it official.

Fabiola Jimenez: They never made it official. And so, when they’re opening up this bank account, the bank is like, “Well, who’s this other random person that is showing up on your business records?” And they’re like, “Well, he hasn’t been here for six years.” They’re like, “Okay, that’s really nice and all, but where’s the documentation for that?” And so, even six years later, having someone departed, we had to formalize that document to say this person left as of six years ago. And that’s it. I mean, it was a very simple document to draft but nonetheless, as you’re moving through these processes, you’d be surprised at what banks want, or what investors want to see. But on those… I haven’t seen anything that we haven’t been able to overcome so far, yet.

Mio Asami: I mean, that’s America. Merica, right?

Fabiola Jimenez: Merica.

Mio Asami: It’s very corporation and business friendly.

Fabiola Jimenez: Yeah, for sure.

Mio Asami: Or it tries to be, at least.

Fabiola Jimenez: Yeah.

Mio Asami: So, whatever you don’t have, you probably can work around or do something with.

Fabiola Jimenez: Yeah. And that’s including the corporate documents to actually sell your interest. So, is it you’re selling your membership and you’re selling the business as a whole, and then that is being purchased by someone else? Or if you’re totally selling and closing up shop and moving on. So, you have to make sure that you have the right documents set up there to make sure that the closing up structure is solid.

Mio Asami: Which, again, shameless plug, that’s… I mean, it’s always going to be beneficial to have a lawyer draft that up for you.

Fabiola Jimenez: Exactly.

Mio Asami: Because whenever money gets involved, whenever you’re selling your interest…

Fabiola Jimenez: Very shady.

Mio Asami: Or you’re selling your company…

Fabiola Jimenez: Very shady.

Mio Asami: Money gets involved. People get crazy.

Fabiola Jimenez: Yes, [crosstalk 00:12:26] very crazy.

Mio Asami: You want tight documents. Get it ready.

Fabiola Jimenez: That person [crosstalk 00:12:29]… Yeah. That person that left six years ago from the business, if he finds out that this business is being sold for $500,000, all of a sudden if he realizes “I’m still on the roster. This was never formalized.” [Crosstalk 00:12:42]. That could be a heartburn to come back. “I can still get my cut of this business.”

Mio Asami: He could come up and be like, “Cut the check.”

Fabiola Jimenez: Exactly. Exactly. And that’s… So, I know it sounds like we’re being a little bit more paranoid, but it really isn’t that way because we’ve seen it happen. We’ve seen this happen as much as people say, “You know what? My brother-in-law was in the business. He would never do that to me.” Like Mio said, when it’s money, honey, [crosstalk 00:13:02] everything’s out the door. People get so greedy and it’s so crazy, and they just really lose their fucking shit.

Mio Asami: Yeah.

Fabiola Jimenez: So, once you have that… You figure out what you have. Cool, cool, cool. Figure out your your drafting, your corporate documents. Cool. Cool, cool. Well then you got to figure out what state business documents you also need. Now that’s a separate… That’s a whole separate other issue.

Mio Asami: Right. Because you got to make it official. Official in the sense of y’all between you and your business partners can decide whatever you want amongst each other, and draft up whatever. Your contract can even be on a napkin for all we care. For all anybody cares, it could be on a napkin and you guys can agree, and whatever the fuck. But your business still should… I mean, hopefully, your business is registered with the state and [crosstalk 00:13:50] your business has a business license.

Fabiola Jimenez: It should be.

Mio Asami: So, there’s official government registrations or documents that are filed with the state, with whoever.

Fabiola Jimenez: Yeah. To shift the business to another person, or to shut it down completely. That is for tax purposes. That’s for auditing purposes.

Mio Asami: Business license purposes.

Fabiola Jimenez: Yeah. There’s just a number of reasons why you just got to… Now you have to move from your personal contracts to the state forms to get that all wrapped up.

Mio Asami: I mean, you can also think of it as a way of like this is the official… You’re putting the public on notice. Like, “Hey, you know what? This company doesn’t exist anymore because whatever you filed with the state is…” Especially with the secretary of state, it’s public record for the most part, depending on the state. Obviously there’s certain anonymity levels, but as far as the actual company and its status of whether it’s active or whatever the fuck, is public record. Again, you guys can… You and your business partners can decide amongst yourselves. “You know what, we’re just not going to do business together anymore. And it’s just… We’re going to fold the company.” Okay, that’s great and all, but we should also tell the public.

Fabiola Jimenez: Exactly.

Mio Asami: Because otherwise, someone’s going to, I don’t know, act like they’re your company, and steal it, and then do business or some shit. And then you’re going to be liable.

Fabiola Jimenez: It’s so shady.

Mio Asami: Who knows? Shit can happen. Anything can happen.

Fabiola Jimenez: And it has happened.

Mio Asami: And the world is anybody’s oyster.

Fabiola Jimenez: And it has happened. It has happened.

Mio Asami: Yeah.

Fabiola Jimenez: People will take advantage of certain specific situations that… I mean, as…

Mio Asami: Just dormant businesses, or whatever the fuck.

Fabiola Jimenez: As lawyers, we’ve seen the weirdest things happen.

Mio Asami: Oh, a hundred percent.

Fabiola Jimenez: There’s no way that we would have thought about this, but there’s always this creative person that’s [inaudible 00:15:40] nefarious.

Mio Asami: There’s also a scam for everything, let’s be real.

Fabiola Jimenez: Yeah. There’s a scam for everything. And so, you’d be surprised and not surprised at the extent that people will go to make a buck off of somebody else’s sweat. So, it’s really shitty and really interesting. But again, it’s just…

Mio Asami: So, usually…

Fabiola Jimenez: Stay tight. Stay tight. Stay…

Mio Asami: Get it ready. Get it ready. Get it [inaudible 00:16:02].

Fabiola Jimenez: Stay on top of…

Mio Asami: It’s the last one, I swear.

Fabiola Jimenez: Stay on top of all these ducks. Okay.

Mio Asami: So, anyway. So I mean… Okay, so we know that we have to file all these things with the state.

Fabiola Jimenez: Yeah.

Mio Asami: What does that usually Entail? So, if it’s secretary of state, is there…? There’s usually a form, right, that you have to…?

Fabiola Jimenez: Yeah. So, you file your forms, and I guess… It just really depends on the type of business structure, but you go… The way that I do it is I do it the same way that I would when I’m creating a business. I go to the secretary of state. I’m like, “Okay, what files do I need to file for an LLC versus a Corp? Cool.” I get that taken care of. Then I’m like… I look at the state, I’m like, “Okay, what do I need to do to close this up and make sure that my taxes are paid, that I have… My account is all set up so I get the final dissolution papers.” Whatever that is. So, I usually… So, that’s the steps that I take, obviously right after we’ve done everything else. So, that’s almost… We’re so close. That’s almost the end. But the real end…

Mio Asami: The real, real end.

Fabiola Jimenez: The real, real end is when you get that money, honey.

Mio Asami: Cut the check!

Fabiola Jimenez: See? I think we’re at a hundred. I think she’s said that a hundred times today.

Mio Asami: I’m going to keep saying that. I’m sorry. Cut the check.

Fabiola Jimenez: A hundred and one. So, getting paid. Getting paid is truly, truly the last thing that you should have…

Mio Asami: Because you get paid even after you close, right?

Fabiola Jimenez: Yeah. You get paid even after you close. So, if an agreement is written properly, you should have literally all the documents that they are requesting, what we call due diligence documents. So, you have everything that needs in this agreement. They can see what they’re doing. They can see blah, blah, blah. And then you get paid.

Mio Asami: Mm-hmm (affirmative). Just got paid.

Fabiola Jimenez: You just got paid.

Mio Asami: It’s Friday night.

Fabiola Jimenez: And then boom, you’re done. That’s the last step. Literally, that’s the last step. You’re done with the business.

Mio Asami: Very, very, last step.

Fabiola Jimenez: We’re done.

Mio Asami: It’s the best step too.

Fabiola Jimenez: It is the best step. But if you’re… And I have to emphasize this again. When you’re dealing with cannabis licenses, which is what I mentioned earlier, figuring out what your business has and what it doesn’t have, in Washington you can sell your equipment, you can sell your property. You can sell a bunch of other stuff that are related, but separately from the license and you can get paid the next day. But when it comes with the license, the LCB has to approve your sale. And then upon their approval, which could take up to a year, it is not until that point after they approve, after they close and everything’s… All the I’s are dotted and T’s are crossed, is when you get the check. And so, it is our recommendation when you’re looking at… At least for Washington, when you’re looking at these businesses, figuring out what you can get paid on now, that’s the easiest thing. That’s the quickest come up is being like, “What can I turn over tomorrow?”

Mio Asami: Yeah.

Fabiola Jimenez: Because the license, you’re looking at a year.

Mio Asami: Yeah.

Fabiola Jimenez: For sure.

Mio Asami: Yeah. Because I mean, [inaudible 00:18:55]… I said California, your license is attached to the business, and that’s still true. I mean, you can still sell the property that the business owns. You just got to have a lease. I mean, there’s different steps that you have to take in order to do that, but you can still get paid immediately in that sense. But California’s the same, Oregon’s the same. If you’re going to sell, if you’re going to… If that license ownership is going to change at all, you got to get approval. And you can’t get paid until you get that.

Fabiola Jimenez: Yeah. And if you get paid beforehand, you’re running amok. And I do mean in this most serious way…

Mio Asami: Especially in Washington. [crosstalk 00:19:29] I’m not sure how sticky it is in California.

Fabiola Jimenez: Quite unforgiving. Yes. Quite unforgiving. And to be able to change money between buyer and seller. And it sucks because people, again, really see that money sign they’re like, “Oh my gosh, my license is worth $400,000. I’m going to get that tomorrow. As soon as, as soon as these documents are signed, I get paid.” And it’s like, no, it really is not the case. We have to have a letter in hand from the state saying you are approved.

Mio Asami: Yeah. Or the buyer is approved.

Fabiola Jimenez: Or the buyer’s approved. Letter in hand.

Mio Asami: Yeah.

Fabiola Jimenez: To be able to say, “I confidently can get paid for this transaction now, and not have to worry about it anymore.”

Mio Asami: Right. Which also is super important for… I mean, this is also why we suggest having lawyers at least is because we have escrow connections too. You want to make sure that the buyer…

Fabiola Jimenez: Has money.

Mio Asami: Has money. And if you just don’t use escrow services and… I mean, people who’ve bought house, or have bought any type of real property, or use escrow for anything, you know that that just means that the buyer has already relinquished their control of that fund for… So that it’s saved for you. Because otherwise, if you don’t use that, the buyer can sign all this and then he can just go and spend his money, and then he gets the license transfer to him. Then you can’t do anything about it because you got the license… He lied. I mean, you can sue him, but still.

Fabiola Jimenez: I mean, there’s some things you [crosstalk 00:20:53].

Mio Asami: I know, something that you could do, obviously. But as far as you getting paid immediately…

Fabiola Jimenez: Oh, yeah. Then you’re…

Mio Asami: You definitely want to put… Make sure that that money is put somewhere.

Fabiola Jimenez: Yeah, 100%. Because if that happens, you’re in a battle for another few years at a minimum to try to get something back. It’s just sticky.

Mio Asami: And then your attorneys might end up taking a bulk of it.

Fabiola Jimenez: Yeah. It might not even… There might not even be anything to have.

Mio Asami: Yeah.

Fabiola Jimenez: Which is absolutely terrifying.

Mio Asami: Cut the check.

Fabiola Jimenez: Yeah. So, getting paid, it is such a tricky… As easy as it sounds, it is very tricky when we’re doing businesses. Also, people like to have… They like to get paid at a certain timeframe because it just works better with their taxes and stuff.

Mio Asami: Yeah, absolutely.

Fabiola Jimenez: So, that’s really important for you to have a conversation with your accountant as well.

Mio Asami: Absolutely.

Fabiola Jimenez: What makes fiscal sense for me to sell. Most people aren’t on timeline to sell their business. Sometimes they are. But if you have that luxury, definitely look into that and see what will work for you.

Mio Asami: Yeah. Because it’s taxable income.

Fabiola Jimenez: That’s right.

Mio Asami: As a seller, it’s taxable income. You want to make sure that you’re getting it if you’re… If you want to minimize your taxes or whatever, you’re getting it in installments, or whatever it is.

Fabiola Jimenez: Yeah. So, if you follow these four steps, which is gather your docs, draft up anything that you’re missing, draft up the state and formalization of these documents, and then finally really figure out… And really tailor your expectations of when you’re going to get that dough. You are pretty set and you are so much more ahead of so many people that try to do this.

Mio Asami: They’ve got to fight for whatever the fuck [crosstalk 00:22:28].

Fabiola Jimenez: Yeah.

Mio Asami: Yeah.

Fabiola Jimenez: Yeah, yeah. Yeah. Following this overall summary, you should be in pretty good shape. Again, there are so many other issues that can come about with these, but feel free to hit us up. Feel free to ask us some questions. We’re always here to help.

Mio Asami: Yeah. Because I mean, we did this four part series. Cumulatively it’s 20 minutes for each part. So, there’s 80 minutes.

Fabiola Jimenez: Yeah, there’s just no way that we can cut…

Mio Asami: We wouldn’t be… We would be out of business if it was this simple.

Fabiola Jimenez: I mean, we’ve had…

Mio Asami: So, we’re here to help you out. We’re here. I mean, this series was intended for you to get an idea…

Fabiola Jimenez: As a starter. Yeah, yeah. It’s a starter.

Mio Asami: For what needs to happen for you to make educated decisions about where you’re going to spend your resources.

Fabiola Jimenez: Yup. Yup. So, please reach out. We’re always happy to help, [crosstalk 00:23:17] even our consultations… Our consultations, even on this topic alone, are about an hour.

Mio Asami: Yeah.

Fabiola Jimenez: So, for us to just zoom over these topics is pretty limited information. But nonetheless, again, it’ll give you a really, really good starting point on what you need to think about as you’re exiting out. So, as we’re doing this, we have a very interesting strain of choice for today’s episode.

Mio Asami: Okay. This is because Bobby made the decision of allowing me to choose the strain of choice this week.

Fabiola Jimenez: I feel like this is a mistake. I don’t know yet. I feel like…

Mio Asami: It’s relevant. but let me tell you why it’s relevant. I’ve got to preface the strain of choice with a story. All right?

Fabiola Jimenez: Oh, yes please. Please tell the story. It’s wild. It’s wild.

Mio Asami: It’s got a story.

Fabiola Jimenez: Story time.

Mio Asami: I had a dream this past week about me. In the dream I lost my tooth. I lost my molar specifically and it was… It felt so fucking real, and I woke up and I literally had to check if I still had my molar. But anyway. So, I tweeted about this. And my friend tweeted back and was like, “Yo, I just got this dream book that apparently analyzes dreams. So, let me show you the page of what it means to lose your teeth in your dreams.” And apparently, when you lose your teeth in your dreams it signifies the ending of attachments, or change in your life. And that’s exactly what I feel like closing up and winding up your business is, is you’re ending the attachment. Your business was your baby. It was your baby. And you’re ending that attachment. It is a big change in your life and you’re going to move on to new ventures. It’s a whole end of a chapter. Anyway, so that’s why it’s teeth related.

Mio Asami: Strain of choice. Straight as choice this week y’all is called false teeth. And bear with me. The description’s kind of nasty because the strain is kind of nasty. So, apparently false teeth is related to the gene of a strain called grandpa’s breath, which…

Fabiola Jimenez: It sounds exactly what it sounds like.

Mio Asami: I mean, I have never tried it before, so I ain’t going to say anything about it. But that’s what it’s based on. But anyway. So, it’s an indica. False teeth is an indica dominant hybrid. It emits fruity and earthy sweetness. It’s supposed to be real good. Real good. Real potent. And it helps calm you. It’s all that jazz. Anyway. So, that’s false teeth, and that’s why I think it’s related to this one. This is how my mind works, but I promise if you hire me as your lawyer I will be more direct with my thoughts.

Fabiola Jimenez: Which is saying a lot.

Mio Asami: My clients can attest. I can just say.

Fabiola Jimenez: Yes. True. True. All right y’all, you know where you can find us. You can find us on Facebook at Cultiva Law. You can find me on Instagram @fabiacultivalaw.

Mio Asami: Find me on Instagram, fabi…

Fabiola Jimenez: Follow me also [inaudible 00:26:19].

Mio Asami: I mean, she’s… She’s everything. You can find me on Instagram, mioatcultivalaw. We also have Instagram for this podcast.

Fabiola Jimenez: Yeah, yeah. Cultivating Conversations.

Mio Asami: Cultivating_convos420.

Fabiola Jimenez: For sure.

Mio Asami: Find us there too. And yeah.

Fabiola Jimenez: And that’s a wrap for the four for business series.

Mio Asami: That’s a wrap for the business series. Yeah.

Fabiola Jimenez: We’ll be coming back next time with another really titillating topic.

Mio Asami: Titillating topic.

Fabiola Jimenez: Which will probably… Yeah, there’s been a lot of discussions…

Mio Asami: There’s been a lot of movement.

Fabiola Jimenez: About a lot of stuff.

Mio Asami: Especially in the hemp world.

Fabiola Jimenez: Yes. Hemp…

Mio Asami: Vape world, I should say.

Fabiola Jimenez: Mm, yes. Also vape.

Mio Asami: There’s been a lot of movement.

Fabiola Jimenez: There’s been a lot of crazy things.

Mio Asami: We’re going to start talking all about that stuff.

Fabiola Jimenez: Yes. So, stay tuned for our next episodes and…

Mio Asami: Alrighty.

Fabiola Jimenez: Alrighty.

Mio Asami: Hope y’all have a good time.

Fabiola Jimenez: Bye. Bye.

Mio Asami: Bye.

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