Selling
a business can be a complex and time consuming process. When the
time comes to sell your business there’s a lot you can do that
will increase its perceived value to prospective purchasers.
You will also be much better prepared to discuss the sale with
prospective purchasers and their advisers.
Be sure that you have a clearly defined
reason for wanting to sell your business that you can articulate
to others. Have you considered the options to selling your
business? If you’re selling because of a shortage of capital you
could investigate bringing in an investor or partner. You might
even want to hire somebody to manage the business instead of
running it yourself.
How Salable is Your Business?
Is there currently a demand for businesses like yours? You
should know the true value of your business as well as how much
the market will think your business is worth. Businesses bring
higher prices if their metrics are trending upwards and they’re
in a period of favorable business conditions. You’ll also have
to decide if you’re prepared to wait until you get your price,
or whether you can you offer vendor finance to the purchaser.
Premises should be attractively presented and in good repair;
it’s best to remove all furnishings and equipment on the
premises that aren’t part of the sale to avoid confusing
prospective purchasers.
Business Structure
If the business is a partnership you need to have copies of
signed partnership agreements. If the business is incorporated
you should have copies of all the incorporation documentation,
and if there are multiple owners of the business you should be
able to document the holding of each owner.
Get the Facts Together
You’ll need proof of the business’ real income that will satisfy
a prospective purchaser, as well as proof of ownership for all
furnishings and equipment.
Are you willing to stay in the business for a handover period
after the sale and if so, for how long? Will key personnel
remain after the sale? You should also know if you can transfer
your relationships with key customers and suppliers to the new
owner.
You should know what a realistic market rental for the premises
would be. If you continue in ownership of the premises, what
rent do you expect to charge the purchaser of the business?
It’s essential to understand the basis of what your prospective
buyers and advisers are using to calculate their particular
valuation of the organization; these need to be clarified so
they can be given accurate information and not make unfavorable
estimates.
The period of the handover is a variable that can often be used
to clinch the sale. Stock valuation will have to be done by an
independent source if records aren’t accurate or if the
inventory doesn’t balance with those records. As noted above,
old stock should be cleared before the sale process begins. All
assets on the register should be covered by documentation about
their origins and proof of ownership.
Restraint of trade is often a sticking point.
For how long will the outgoing owner be ‘locked out’ of the
industry? This is something that you must anticipate and
understand that some restraint of trade conditions will be
likely to be demanded by the purchaser.
Prepare for Due Diligence
Due diligence is a part of every sale. It enables the purchaser
to confirm what the vendor has told them about the business. It
also will discover anything the owner was unaware of that might
affect the future performance of the business. You’ll need to
have tax returns for your business covering at least the past
three years, and full documentation for all financing
agreements, equipment leases and loans relating to furnishings
and equipment.
You also need proof of ownership for all furnishings and
equipment owned by the business, copies of any agreements with
suppliers, customers and employees, and documentation for all
intellectual property that the business owns. It’s essential
that all the business’ tax returns, books of account, ledgers
and supporting information are in agreement and that you can
provide records of all stock in the inventory.
Marketing the Business
Identify the people or firms most likely to be interested in
purchasing the business and the best ways of communicating with
them. Prepare an attractively presented company profile that can
be given to prospective purchasers and give them a complete and
positive picture of the business.
You have a big part to play during the sale and need to
understand that buyers have their own ideas about how a business
can be improved. When a buyer suggests something that the
business isn’t presently doing this shouldn’t be seen as an
‘invasion’ of your territory; owners should always respond
positively and be receptive to such
ideas.
Do everything you can to keep the sale confidential. This means
having a means of handling inquiries about the business that
won’t give away it’s identify and getting signed confidentiality
agreements from all prospective purchasers and their advisers.