Preparing to sell your business
Options for selling your business, making it attractive to purchasers and finding advisers.
Selling a business is likely to be the largest and most important financial deal any business owner will ever make.
For many owners, selling the business they have spent years building up can be emotionally difficult. Unless you have sold a business before, you will have no experience to draw on and won't know what to expect.
This guide outlines the main options available and will help you decide what is best for you and your business, including when to sell your business.
It also covers a few of the basic things which can be done to make your business attractive to potential buyers and has advice on how to find the right advisers.
Advantages and disadvantages of selling your business
There can be benefits to selling your business but you should also be aware of potential disadvantages.
Whatever reasons you may have for selling your business, while there may be benefits, there could be some disadvantages to consider.
Advantages of selling your business
Choosing to sell your business could bring the following benefits:
- If the economic conditions and market trends create high demand and attract potential buyers, you could sell your business at a high price.
- Selling your business could allow you to pursue other projects eg invest in another business or find work with an employer.
- Any profit from selling your business could allow you to pay off personal debts.
- The money you receive could fund your decision to take time off eg to spend more time with family or travel.
- If your business is in decline or you have financial difficulties, selling the business may provide you with a way out.
Disadvantages of selling your business
There could be potential challenges to selling your business, these may include:
- The process of negotiating the sale of your business could be lengthy and time-consuming.
- The legal costs of selling a business can be expensive.
- You could be required to sign a non-compete agreement which might limit your freedom in consulting with similar businesses or starting a new business in the same area within a given period.
- Planning to sell your business will affect any staff you may bring a degree of uncertainty - at the very least it could affect their morale.
- If your business is profitable, you could be giving up a lucrative revenue stream.
Is selling my business the right exit strategy?
How your objectives as the owner and manager, and for the business itself can help determine the best exit route.
Before putting your business up for sale you must give careful consideration to your reasons for doing so. You will probably be asked about your reasons for selling by potential buyers, who will need to be comfortable with your motivation and answers.
Why sell my business?
You need to consider four key questions:
- What are my objectives as the owner of the business? For example, you might want to realise some or all of your investment in the business to fund your retirement.
- What are my objectives as manager of the business? For example, you might want to retire as soon as possible or prefer to have an ongoing involvement with the business.
- What are my objectives for the business itself? For example, the business might need new investment in order to grow.
- Who else will be affected and what will they want? For example, other shareholders, managers and employees, and even key customers and suppliers.
Selling part or all of the business may be the best way to achieve your objectives. You might, for instance, want to sell your business outright, leaving you with no financial or management involvement. For more information, see ways to sell your business.
But a sale may not always be the best solution. And, of course, it may not always be realistic either. See is it realistic to sell my business?
Other exit options
There are a range of other exit routes that may better suit your needs:
- if, for example, you want to retire but already have enough money, you could sell or pass the business to a family member - see transferring a business to a family member
- you could sell to your staff - see how to achieve an employee buyout
- you could also try floating on the stock market - this could raise capital to develop your business, while making it easier to sell part of or your entire stake in the business
For more information on your different exit options, see consider your exit strategy when starting up a business.
Ways to sell your business
Options for selling your business - partial sale, selling in instalments, sale of assets, sale to an equity buyer.
There are various ways you could sell your business, with the options available depending on factors like your business' type, size and sector.
Selling options
Most businesses are sold in a trade sale to another business - usually to one operating in the same or a related field. Other options available to you could include:
- finding a private-equity buyer
- a management/employee buyout perhaps with the help of a venture capital firm or bank loan - see how to achieve an employee buyout
- attracting a private investor
How much of the business should I sell?
There are several different sale options - the one best for you will depend on your individual circumstances and the legal status of your business. The buyer will also have an opinion on deal structure and how they wish to make an acquisition, so you'll need to establish at an early stage, what you want to achieve and how you would like to structure a sale. This will save time and money, and avoid unnecessary delays. See consider your exit strategy when starting up a business.
Partial or full sale
You may want to sell the entire business or keep a small stake in it. The buyer may prefer you to retain partial ownership and continue your involvement. This can give the business continuity and the buyer confidence that the business will do well.
Sale of assets
Instead of selling the business itself, you could sell assets like equipment, intellectual property or your customer list. This may be attractive to a buyer who doesn't want to take on liabilities and obligations.
For example, the buyer might not want to take on your employees. You will be left with whatever assets and liabilities are not included in the sale. In this case, tax and legal advice is essential when deciding the most suitable deal structure. See expert financial advice or read more about transferring and selling assets.
Immediate or phased payment
You can ask for payment in full when the sale is completed, or you may be prepared to accept payment in instalments. The buyer may well prefer to pay in instalments. But you will be at risk, for example if the buyer cannot make future payments.
Some buyers will want to make a series of payments based on profits, in which case you may be contracted to stay with the business for a period of time. This is often known as an 'earn out'.
Your choices can affect whether buyers are interested and how much they are prepared to offer. They can also affect the tax treatment of the sale. You can get guidance from an adviser. For help in selecting one, see choosing advisers when selling your business.
Is it realistic to sell my business?
Key points you need to consider to make sure your business is financially healthy and attractive to buyers.
You can only sell your business if someone is prepared to pay for it. If you can't identify strong reasons - that can be easily substantiated - why your business would make a good acquisition, it's likely to be difficult to find a buyer.
Would my business be attractive to a buyer?
Ask yourself the following questions:
- Is the business healthy? A business in trouble is difficult to sell and potential buyers are likely to wait until they can get assets at a knockdown price - although sometimes financial distress can be a motivating factor to a buyer who can see a turnaround opportunity.
- Are the basics in place to make the business attractive? Buyers like well-organised businesses with strong management. See streamline your business operations when selling your business.
- Does the business have a good financial record? Buyers prefer a record of smoothly increasing profits with good growth potential. See show strong financial performance when selling your business.
- Can you identify potential trade buyers and a good reason why they should want to buy your business? Buying a business can be disruptive and expensive. Potential buyers may prefer to concentrate on their existing operations.
- Are the existing management team interested in buying the business? You may find that they are the only potential buyer and that they only offer a modest price.
It usually pays to start planning a sale well in advance. This gives you time to groom the business - fixing any issues which could dramatically affect its value and making it as attractive as possible to potential buyers.
You may also want to get a preliminary valuation before you offer it for sale. For more information see value and market your business for sale.
When to sell your business
The importance of planning ahead and what to consider to help you sell your business at the best price.
Selling at the right time can have a significant impact on the price you get for your business.
If possible, plan ahead so that you can pick the best moment and avoid being rushed into a quick sale. For example, if you plan to retire in five years' time, it's a good idea to start planning the sale of your business now.
It's also wise to keep your plans confidential until the sale is imminent. This will prevent a negative reaction from customers and suppliers, and eliminate unnecessary worry for your employees.
Economic and financial considerations when selling your business
The general state of the economy - and your sector in particular - can have an effect. It's easier for a trade buyer to fund a purchase when their own business is doing well, interest rates are low and banks are keen to lend.
The state of your business is a more important factor. Aim to sell when profits are increasing and look likely to grow further. Consider the impact of sales cycles or seasonal fluctuations in your business - you might have fuller order books at a particular time of year. For more information, see show strong financial performance when selling your business.
Grooming your business
Planning well in advance also allows you to groom other aspects of your operations to ensure your business is as attractive to buyers as possible. It can also highlight any issues which might have an impact on a sale. For example, you should ensure that:
- equipment is well-maintained
- key contracts are in order
- there is no outstanding litigation or unresolved disputes
- you are complying with all legislation
For more information, see streamline your business operations when selling your business.
Tax considerations
The detailed timing of a sale may also depend on the tax consequences, and any forthcoming changes to tax rules. Therefore it is advisable to seek expert financial advice.
Choosing advisers when selling your business
The role of accountants, solicitors and corporate finance advisers in the sale of your business and how they charge.
Experienced advisers are essential for an effective sale. The right adviser can have a big impact on the success of your sale and the amount you receive.
Accountants, solicitors and tax advisers
You will need an accountant and a solicitor. The accountant concentrates on the financial aspects of the sale - like preparing accounts for the business. The solicitor focuses on legal issues - like drafting a sale agreement.
You also need to use a specialist tax adviser to handle business and personal tax planning. Your accountant may be a tax specialist, or may be able to introduce you to one.
For more information, see choose an accountant for your business and choose a solicitor for your business.
Brokers and corporate finance specialists
Most businesses choose to use a specialist business broker or corporate finance adviser. These are involved at an early stage to take care of:
- producing credible sales documents
- researching, finding and vetting potential buyers
- pre-sale grooming
- negotiating a sale on your behalf
These can all be very time-consuming - so the adviser can manage the whole process, leaving you free to continue running the business.
To find a suitable corporate finance adviser, do research, look for recommendations and check that a broker has the necessary experience and proven track record. You can start by asking your accountant or solicitor if they can recommend someone who specialises in your sector. Maybe a business acquaintance, friend or colleague has had a good experience selling their own business.
Making your choice and agreeing fees
Always examine advisers' skills and expertise carefully. For example, you should look at:
- what experience they have of selling similar businesses and how successful they have been
- how they can help you to market the business
- what contacts they have among potential buyers
- what references they can provide
- what the fees involved are and what they cover
- how they will keep a sale confidential
If you're using a firm of advisers, make sure you feel comfortable with the people you'll be dealing with. Make sure the firm you choose is suitable for your business. For example, a specialist in selling fish and chip shops or pubs is unlikely to help sell a recruitment agency or precision engineers.
Fees
You will have to pay your advisers. Many advisers charge an hourly rate or up-front fees. Alternatively, you may be able to negotiate a fixed rate for a particular piece of work. Some advisers, particularly corporate finance specialists and business brokers, are prepared to negotiate a success fee as part of their payment. For example, you might pay lower fees if you don't get your target price.
Show strong financial performance when selling your business
How to get your business finances in good order and present your accounts in a clear, attractive way.
Planning well ahead helps you ensure that your business has a financial record that attracts buyers. A first step is to ensure that your finances are in good order. Although this should be the case at any time, planning to sell your business can push you to focus on this area.
Financial considerations
One major area is control of working capital, through reducing stock levels and controlling creditors. There may also be opportunities to cut costs, such as renegotiating supply contracts and eliminating unnecessary perks. You can also sell underused equipment to reduce debt.
You will want to present your accounts as attractively as possible. Buyers usually prefer businesses that show increasing profits year on year. If possible, your financial performance should be reasonably stable throughout the year. You may be able to bring forward or delay purchases and sales to help with this. You may also want to change some of your accounting policies.
Good sales forecasts will help to increase prospective buyers' confidence in your business - but you must ensure they're realistic and can be 91香蕉黄色视频ed with evidence. A full order book is a good sign.
It's important that buyers believe your accounts. For example, you should make realistic provisions for bad debts. Buyers and their advisers will usually see through any quick fixes you try to use to boost profits.
To maximise short-term profits you can reduce longer-term investment. For example, you might avoid expenses like advertising heavily or taking on new staff. But avoid excessive cost-cutting - you need to maintain spending in essential areas, otherwise the business suffers and so does the price buyers will be prepared to offer.
For advice on these and other options, consult your accountant and your corporate finance adviser. See choosing advisers when selling your business.
Streamline your business operations when selling your business
Steps that reduce the risk for potential buyers of your business and can increase the price they are willing to pay.
The more confidence a buyer has in your business, the more attractive your business will become and the higher the price they are likely to offer. It's essential to set out a clearly defined strategy in your business plan.
Management team
You also need to show that you have got a strong management team in place. If your business is too dependent on your own skills, it might damage the price it can fetch - and could even make it impossible to sell. Appointing deputy or departmental managers can enhance a company's value by alleviating that risk. You may also want to encourage key employees to stay by considering appropriate incentive schemes.
Customers
Aim to reduce your dependence on too few customers or on one or two key suppliers. Show how your customer base is expanding and formalise any informal deals you have with customers and suppliers.
Other considerations
You should also:
- ensure you're complying with health and safety, employment and other legislation - consider asking your legal advisers to review the business
- settle any legal disputes
- make sure you have clear ownership of any intellectual property - see our guide on protecting intellectual property
- ensure property contracts are sorted out
- put in place suitable management information systems
- ensure your finances are in good order - see the page in this guide on how to show strong financial performance when selling your business
The sooner you start planning, the more effectively you can do all this. There is a strong case for setting out your exit strategy in your original business plan. This will prevent sudden or misguided decisions about leaving the business which could leave you financially worse off or make the business less attractive to potential buyers. See consider your exit strategy when starting up a business.
Throughout the sale process, continue to demonstrate that you will be flexible and co-operative. Show that you would also be willing to spend some time after the sale helping the buyer get acclimatised to the business. If you think it will help the sale, be prepared to work for the company for a fixed period after the sale is completed.