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Frequently Asked Questions About Selling a Business.
Franprise Advisors understands the challenges that come with the decision to sell your business. We’re here to help you make the right choices for you and your business. Below are answers to some of the most frequently asked questions about selling a business.
What steps should I take to sell my business?
Selling your business requires careful consideration and planning. You need to consider factors such as your business’s financial position, the industry you’re in, market conditions, and the legal requirements for transferring ownership. At Franprise Advisors, our experienced team and partner accountants, attorneys, and consultants can help ensure a successful sale of your business.
How do I calculate the value of my business?
To accurately determine the value of your business, it's essential to assess the fair market value of all your assets, liabilities, and business income. At Franprise Advisors, our expert team is here to provide you with professional assistance throughout the entire process. We'll help you evaluate your financials, determine the value of your business, and maximize its worth.
What’s the best way to find potential buyers and negotiate the sale of my business?
The best way to find potential buyers and to negotiate the sale of your business is by working with a qualified business broker. Franprise Advisors can help you efficiently reach the right buyers for your business. We'll use our extensive network to help you identify and engage with prospective buyers, and then assist you in negotiating the best possible price and terms for the sale. We'll be by your side through every step of the process with personalized advice and guidance tailored to your unique circumstances, so you can be confident that you're getting the best deal for your business.
Am I ready to sell my business?
This question is inevitable, especially if you want to get the most value out of handing your business over to someone else. But before you can answer this with any measure of accuracy, there are other considerations you need to account for.
First, do you know the actual value of your business? This can be difficult to calculate, especially if you lack the experience and objectivity to do so. The most effective way to identify the true monetary value of your business is to seek guidance from an experienced business broker such as Franprise Advisors. We can help you create a proper business valuation and calculate an accurate price tag.
Next, you need to consider whether or not you're prepared to part ways with your business. You've heard of buyer's remorse? Seller's remorse is probably worse, and definitely worth avoiding. You need to be ready, both financially and emotionally, to separate yourself from your role as owner of your company, before you even think of selling.
You should also keep in mind that for a business to be sellable, it first has to be presentable. You need to anticipate that serious buyers will want as much detail about your company as possible, in the form of accurate details and sound documentation about its past performance. At minimum, potential buyers will want to see 3 years P&L (profits and losses) statements as well as income tax returns for the business, as well as any lease-related information and any loans against the business. If your business is a franchise, they will want to see any related documents, including a copy of the franchise agreement. You should also be able to provide prospective buyers with a list of fixtures and equipment, copies of any equipment leases, lists of fixtures and equipment, and a general summation of the inventory on hand.
Should I offer financing terms to prospective buyers?
Seller financing greatly increases the chances your business will sell at the optimum price. Very few of your prospective buyers will have the necessary capital to pay cash in full, and in the event that they do, it's normal for them to be hesitant about paying such a large amount of money at once before they've tried their hand at running the business.
Statistically speaking, sellers receive a noticeably higher purchase price if they are open to accepting terms. On average, an all-cash sale commands roughly 70% of the asking price. This adds up to an approximate 16% difference on a business listed for $150,000, which means sellers who are willing to accept financing terms will receive approximately $24,000 more than the seller who is asking for all cash.
Extending financing to potential buyers also creates an opportunity for you to collect interest from your buyer, which adds a substantial amount to your actual selling price. It can also be beneficial in terms of the taxes you'll be required to pay, compared to receiving a one-time payment. There are many ways to structure a seller-financed sale that work well for both you and your prospective buyers. Franprise Advisors can help you identify the best approach, which can improve your chances of a successful sale.
How long will it take to sell my business?
The length of time it will take to sell your business depends on a variety of factors, such as the size of the business, its location, current market conditions, and the type of buyer you’re looking for. Generally speaking, it can take anywhere from a few months to several years to complete the sale of a business.
Who should sign a Non-Disclosure / Confidentiality Agreement
In some cases, it's advisable to secure an NDA (Non-Disclosure Agreement) or CA (Confidentiality Agreement), before disclosing anything about your business endeavor to other interested parties. For example, whenever an experienced business broker or mergers and acquisition advisor engages a prospective buyer on your behalf, the first step is to attain an NDA, prior to releasing any of your confidential information. It’s our job to ensure your details are completely confidential and only disclosed to appropriate individuals (i.e. individuals bound to an NDA).
It doesn’t make sense for the person you have representing you to sign their own NDA. If the individual isn't familiar to you and is a possible competitive risk, an NDA is an appropriate method of securing their confidentiality. On the other hand, if the individual is a professional advisor, such as an attorney, accountant, or business broker, requiring them to sign an FDA is normally frowned upon – especially if you initiated the relationship. In fact, most, if not all, professional advisors will decline to sign an NDA in this scenario. Because if they did, they'd eventually be limited in who they can engage due to the conflicts that are created by having signed too many NDAs.
If you are completely risk-averse, go ahead and request an NDA, but don't let it be a deal-breaker if the person chooses not to sign. Chances are the most experienced and valuable contacts will choose to pass.
How will I know if someone is serious about buying my business?
When a buyer is serious about purchasing your business, they will, or should, submit their offer in writing. In our experience, it's common for the offer to include contingencies pertaining to the buyer's review of your financial records. The list of contingencies may also include a review of your lease arrangements, franchise agreement (if applicable), or other pertinent details of the business.
If a prospective buyer does submit an offer, it's important that you review it carefully even if it doesn't meet your expectations at first glance. While it may fall short in some obvious areas, it might also have some benefits worth considering. It's always best to have a second set of eyes review any offers that come in. This is just one of the many ways a qualified business broker can help you move forward -- when you work with Franprise Advisors, we can coach you on how to respond and guide your interaction with prospective buyers, so you get the best deal.
What are the legal requirements I need to be aware of when selling my business?
Depending on the type of business, some examples of the legal requirements may include:
- Drafting and executing a sale agreement that clearly defines the terms and conditions of the sale.
- Obtaining any necessary permits, licenses, or approvals from the relevant government or local authorities.
- Transferring title of the business’s assets and liabilities to the buyer.
- Notifying all the business’s creditors of the sale.
- Complying with all applicable tax laws and filing any necessary tax returns.
- Dissolving any existing corporate entity associated with the business.
- Transferring employee and labor contracts.
- Fulfilling any contractual obligations of the business.
With Franprise Advisors, you don't have to feel overwhelmed by the legal complexities of selling your business. We can help you navigate any legal requirements. Let us take the stress out of the equation and provide you with the necessary step-by-step guidance and support to ensure a successful transaction.
What paperwork do I need to complete when selling my business?
You’ll likely need to sign several documents to transfer ownership, including a sales agreement, bill of sale, stock certificates, and any other necessary legal paperwork. You may also need to complete tax forms and other financial statements. We can help you complete any necessary paperwork, so the ownership transfer goes as smoothly as possible.
What are the potential risks of selling my business?
Even the most advantageous opportunities carry some form of risk. Selling your business is no different.
- Loss of control: Once you sell your business, you’ll no longer have control over how it’s run and how decisions are made.
- Risk of litigation: If the buyer of your business is unsuccessful, they may sue you for breach of contract or misrepresentation.
- Tax implications: Selling your business may have tax implications, so it’s important to understand these before deciding.
- Personal liability: If you’re not careful, you may be held personally liable for any debts or liabilities that arise from the sale of the business.
As experts in the field, Franprise Advisors is here to help you navigate the risks associated with selling your business and ensure that your interests are protected. Our experienced Advisors will provide you with the guidance and knowledge necessary to make informed decisions throughout the sale process.
A random business broker contacted me claiming they have buyers for my business. Is this legit?
Probably not. This is usually nothing more than a phishing attempt by an unethical broker searching for new listings. Here's how the scam goes: They send out a mass email to you and thousands of other business owners whose names and email addresses they've gotten off a contact list. The "buyer" they are representing is purely fictional. If you do respond to the email, the "broker" will typically ask you to sign an exclusive representation agreement before proceeding. Then, when the imaginary buyer falls through, you're left having to use their services should you decide to sell your business within the next year (usually).
No trustworthy broker would ever approach a seller this way. At Franprise Advisors, for example, we always contact business owners personally -- never through a mass email.
What are the tax implications of selling my business?
The tax implications of selling a business can vary depending on the size and structure of the business. Generally, any profits from the sale of a business will be subject to capital gains tax. Gains from the sale of business assets, such as inventory and real estate, may also be subject to capital gains tax. As well, other income from the sale, such as rental income, may also be subject to ordinary income tax.
To ensure you understand the full range of tax implications for selling your business, it's important to consult with a professional, such as Franprise Advisors. Our experienced Advisors will help you identify tax saving opportunities, minimize costly errors, and maximize the financial rewards of your sale.
What can business brokers do, and what can't they do?
Business brokers are professionals who can facilitate the sale of your business. It's important to understand what a professional business broker can do, as well as what they can’t do, because you don't want to work with a broker who makes claims to the contrary.
What they can do:
- Help you decide how to price your business and how to structure the sale so it makes sense for everyone — you and the buyer.
- Find suitable buyers for your business
- Work with you and the buyer in negotiating and along every other step of the way until the transaction is successfully closed.
- They can also help the buyer in all details of the business buying process.
What they can't do:
Perform miracles/sell an overpriced business. Most businesses are saleable if priced and structured properly. You should understand that only the marketplace can determine what a business will sell for. The amount of the down payment you are willing to accept, along with the terms of the seller financing, can greatly influence not only the ultimate selling price, but also the success of the sale itself.
Why work with a business broker to sell my business?
Simply put, a professional business broker can streamline the entire sales process. Working with a business broker or M&A advisor is the single most important step that any buyer or seller can make to help ensure that seller financing, and in fact the entire sales process, progresses as smoothly as possible.
Find qualified buyers
As a business owner, you're probably very busy, which means you don't have time to waste on dealing with window shoppers and tire kickers. As a highly experienced business broker, we employ a range of techniques for filtering out unqualified candidates and can match you with buyers who are the best fit.
Matching the right seller with the right buyer is truly an art and a science. The sooner we find the right match, the quicker we can move through the process of seller financing (with fewer complications).
Confidentiality
Anyone who has ever sold a business, or even contemplated selling a business, knows that confidentiality is of the utmost importance. You need to know that the information you reveal won't leak. Brokers are experts at maintaining confidentiality and impressing upon prospective buyers the tremendous importance of honoring the agreements they sign.
It's important to note that leaks regarding the sale of a business can cause a range of often unexpected problems. For example, key employees could get nervous about their future prospects and begin looking for a new job, competitors may begin attempting to poach your employees, or customers and key suppliers may get nervous and turn to your competitors.
Thinking about selling your business? Franprise Advisors can help!
We specialize in guiding entrepreneurs through the process of finding the right buyers, negotiating deals, and closing sales. Get in touch with Franprise Advisors to learn more about selling your business today!
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