Ultimate Guide to Selling your business checklist

Selling your BusinessYou put a lot into your business, so when you’re ready to let it go, you want the transition to be smooth. These “selling your business checklist” – drawn from decades of experience from sales ranging from convenience stores and restaurants on the one hand to national multi-state transactions on the other – will help you get the most out of your sale. Questions to ask yourself:

How will you market the business sale? If you’re working with a broker, he or she will publicize the sale of your business. To advertise on your own, look into online business directories and local advertising options.

Where will staff members go when the business is sold? Think about whether current employees will leave once the business is sold or continue to work under the new owner. Wait until the deal is signed and unconditional to start discussions with staff and help with transitions.

Why Are You Selling the business? Selling your business is a big move, so be clear about your reasons. The desire to retire or change the industry is a common motivation for business sales. However, if its just that you’re feeling overwhelmed or exhausted, focus on remaining sufficiently dedicated to close the sale.

Who Will Help You Sell the business? Most people use a broker. Using a broker is less hassle because you have someone else to help with the details, handle the paperwork, explain the legalities and connect you with a network of buyers.

10 things to do when selling a business

  1. Get the business in shape – The successful sale of a business is long in the making. Preparation should begin before the business is put on the market. Leases and supply contracts should all be in place and all legal issues bedded down. The business structure should be tax-effective prior to the sale. Obviously, the business must be running at its best to achieve the best price.
  2. Negotiate carefully – For each prospect that you all your broker identify, “feel out” the potential buyer as regards your asking price and what objections they present.
  3. Assess the value – Most businesses are valued by reference to sustainable net profit. Your accountant or a competent business broker can assess the value. The taxation implications of the sale should also be considered at this time.
  4. Maximise price – Vendor finance and “earn-outs” are very effective ways of achieving a higher sale price than the buyer might originally be prepared to pay. An earn-out is where The seller usually remains employed in the business and only receives the final portion of the sale price – after say 12 or 24 months – if the turnover or profit of the business meets the sales or profit target for those periods.
  5. Gather all information – Gather your business and financial records – everything you would expect a potential buyer to want to see. Know the critical issues about the operation of your company and be ready to answer questions. Look at other businesses in the same industry for sale. What information are they making available?
  6. Create your Contract – An intermediary party should draw up a business sale contract with information such as the business assets, excluded items, payment terms, earn outs, due diligence, presale tuition, after-sale assistance, staff handover and competition restraints. Has the contract examined by a solicitor to ensure the details reflect your intentions and what is in your best interests?
  7. Decide what information to publicise – Write up a concise description of the essential features of the business and its activities. The starting information that buyers look for is turnover, details of secure contracts, licensing, expenses, staff and lease terms. Find out what additional information is needed in your industry to provide a clear picture for prospective buyers. Some information you will want to keep confidential until a potential buyer has demonstrated a commitment to proceed.
  8. Settlement – A lot happens between the signing of the contract and completion of the sale. The buyer conducts all its investigations and examines the seller’s financials to be satisfied as to the profitability of the business and all compliance and other legal issues. The seller will be required to assist the buyer in every way possible with its enquiries.
  9. Identify prospects – Whether you connect via a broker or on your own advertising, identify competitors who you think might be the ideal buyers for your operation. Think about what you would want to ask if you were considering buying their business.
  10. Transfer Ownership – The lease for your business premises must be transferred to the buyer along with any necessary licenses, permits and the business name. If all’s well, final documentation is handed over in exchange for the sale price or at least a substantial part of it. Often part of the sale price is retained pending a proving period or an earn-out if applicable.

5 things to NOT do when selling a business

  1. Don’t rush into a sale – Pushing a sale before the time is right can lead to a poor sale price, hurried decisions and legal complications.
  2. Don’t skip the Legal input –A business sale is far more likely to be a success with the help of a lawyer. A skilful lawyer will add substantial value to your transaction and will help you avoid costly mistakes.
  3. Don’t fall for the big talking buyer – Unqualified buyers sometimes disguise a lack of financial capacity with outlandish claims of business wealth or exotic sale structure proposals. These buyers can end up wasting a great deal of time and cause you wasted expense in having a deal that never gets off the ground.
  4. Don’t hold on when it’s time to let go – When a sale is complete, the business is out of your hands. Trying to linger and micro-manage the transition creates unnecessary and unwanted tension.
  5. Don’t forget the tax implications – Capital gains tax, income tax and GST will have to be considered during the course of negotiations.

Regardless of your circumstances, our business sales lawyers beside you will help you minimise the costly risk of running any business.

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Last updated: 16 January 2020