Conducting research when buying a business
How to research and analyse information on an existing business you are thinking of buying.
Buying an established business can be a good option for some aspiring entrepreneurs. Much of the groundwork for success may have already been done by the existing owners.
Before making an offer to buy a business there are some important things to investigate. Initially you may only have access to the business' sales memorandum. Sellers will usually ask you to sign a confidentiality undertaking or non-disclosure agreement before you can access sensitive or detailed information. They will usually also ask for details about you via a curriculum vitae (CV) and evidence of your ability to fund a purchase of the business.
After an offer to buy the business is made and accepted, due diligence is carried out. This is where the buyer looks at the business in detail, including its finances, its employees, outstanding litigation, major contracts, IT infrastructure and other technology.
You can do some of the research yourself. You should also seek expert advice as professionals such as accountants, solicitors, chartered surveyors, business transfer agents, business brokers and corporate financiers can help you research and analyse the company information prior to buying a business.
This guide takes you through the steps of researching a business, including legal and financial checks when buying a business, and how to assess its assets.
Potential problems when buying a business
Be aware of potential issues that may affect your purchase of an existing business.
Before buying a business, you should look out for any potential issues that may affect your purchase.
The reason for selling the business
Find out from the business owner why the business is on sale. If they don鈥檛 want to disclose this information, this could be cause for concern.
If the owner鈥檚 reason to sell the business is related to financial problems, you may want to reconsider the offer. See make sure a business is worth buying: due diligence.
Financial situation
The financials of the business are one of the most important indicators that will help you determine if your investment is safe.
It is sensible to take advice from professionals with experience of valuing businesses and their assets, such as accountants and solicitors. See legal and financial checks when buying a business.
Credit scores and outstanding debts
Lenders won't be willing to finance a purchase that represents a high level of risk so if the business has financial problems, you probably won鈥檛 be able to get a loan.
You want to make sure the business you purchase is free of debts. Using a credit agency will provide you with access to databases with up-to-date financial information. You can find out the credit-worthiness of a business with or .
Employee turnover
High employee turnover indicates underlying problems, such as poor employee management, a negative work environment, poor salaries, or difficulty attracting and retaining good employees.
Employee satisfaction is key, as they are going to be your 91香蕉黄色视频 in the business following the transaction. See factors affecting staff turnover.
Business model structure
You should be aware of the overall structure of the business. The reasons behind the apparent success of the company may be tied to the owner rather than good management of the company.
Although the company may have enjoyed stability, it might not be prepared for future changes in the industry. You need to analyse whether the foundations of the company are solid, even when you take some factors out of the equation.
Condition of included assets
You need to know exactly what assets are going to be included in the business acquisition.
You should look carefully at the condition of the physical and intangible items of your purchase.
Company reputation
Look into the reputation of the company and the general opinion of customers towards it.
You can gain a better understanding of how people see the business by looking at Google reviews, social media posts, testimonials, and other sources.
Legal issues
A company that has past legal issues may not be the best option when buying a business. There may be some underlying issues that are not so easy to spot.
Consider the help of a solicitor to ensure the company you are about to buy complies with required licenses and regulations, collection of customer data according to UK General Data Protection Regulation, and has its contracts in place.
Trustworthiness of owner
If an owner is un-cooperative, or reluctant to disclose information about the business, this could mean they are withholding information that could affect you.
Another cause for concern is when the business owner puts pressure on you to close the deal. They should give you a proper amount of time to carefully conduct due diligence and examine every detail of the business you are about to purchase.
If you have encountered one or more of the issues above, it doesn鈥檛 necessarily mean that you shouldn鈥檛 go ahead with the purchase. However, you should analyse your options and obtain legal advice. See choose a solicitor for your business.
How to assess a company's assets
Decide which assets you want to buy from the business and check the seller's intentions as regards those assets.
Once you have found a business you are interested in, the first thing you should do is find out exactly what is for sale, or decide which parts of the business you are interested in buying.
You may agree to purchase the whole business or just its assets, ie its equipment, stock and order book. If you only wish to buy the assets, you will need to determine whether the seller will sell them with or without compensation due to loss of tax benefits, for example from a share sale.
What you need to check when buying a business
Whether you want to make an offer to buy the whole business or to purchase just its assets, there are several important things to check, including:
- Whether the business has full legal ownership of all key assets such as plant, equipment and property. Ask to see documentation that proves all equipment and stock you are purchasing has been fully paid for and is not purely leased by the business - for example, check computer software licenses.
- If it has warranties and guarantees for any major pieces of equipment included in the deal such as computers, photocopiers, vehicles, etc.
- Whether any intellectual property is protected and registered. The Intellectual Property Office or a patent lawyer can help you check.
- What supplier and key customer contracts involve. Make sure you understand what these legally require from the business.
You will then need to decide how much these assets are worth, although to value the business as a whole you will also need to look at documentation such as its profit and loss account.
The above list is not exhaustive. There may be other things you need to check depending on the business you are considering buying.
It is sensible to take advice from professionals with experience of valuing businesses and their assets, such as accountants, lawyers, chartered surveyors, business transfer agents, business brokers and corporate financiers.
How to access company information from Companies House
If the company is registered with Companies House, you can also obtain copies of the company accounts, the annual return and the other key documents filed by your target business using the GOV.UK .
Legal and financial checks when buying a business
Learn about the financial and legal checks you should make when considering buying a business.
When considering buying a business, ask the vendors for any information you wish to see. They should be happy to provide this, although you may have to sign a confidentiality agreement. The seller will want to protect certain aspects of the business, so some information may be off limits until close to completion - despite your signing of a confidentiality agreement.
The legal and financial items to check and where to get help with these include:
Information about the business
- Check the vendor has the legal right to sell the business as there may be more than one decision-maker involved. If the business is a company registered at Companies House you will be able to get the necessary information from Companies House. .
The original business plan
- Ask the vendor to see the original business plan. This will outline issues such as start-up finance which may notify you of any outstanding loans, for example.
Financial commitments
- Examine the business' accounts, including the detailed management profit and loss account and balance sheet. These and other documents may be available from Companies House if the business is legally formed as a company. .
- Ask for documentation regarding outstanding loans and debts. Get your accountant to look at any financial details.
Ownership of assets
- Check the business has legal ownership of its key assets and determine what the terms and conditions are for these assets. Ask your solicitor to check the property deeds for premises owned by the business, for example, or ask for the rental agreement and speak to the landlord if you want to continue to operate the business from its current premises.
- You should also ask for information and documentation regarding the business' current employees, IT infrastructure and other technology as well as any issues relating to the environment.
Legal actions
- that could affect its finances or reputation.
Seek professional advice
It is sensible to take advice from professionals with experience of valuing businesses and their assets, such as accountants, lawyers, chartered surveyors, business transfer agents, business brokers and corporate financiers. See seeking professional advice when buying a business.
Employees, IT and environmental checks when buying a business
What you need to know about a business' employees, IT systems and environmental responsibilities before buying it.
Responsibility to existing employees
One of the key considerations when thinking about buying a business is its existing employees. Normally a new business owner has to continue to employ the existing staff on their current terms and conditions under rules known as the Transfer of Undertakings (Protection of Employment) Regulations (TUPE). Understand your responsibilities to employees if you buy or sell a business.
Your main concern when assessing a business in the first instance is how much the current terms and conditions are going to cost on an annual or monthly basis. To do this you should:
- Ask to see copies of employee contracts. However, you need to remember that these may differ for different levels of employee.
- Look at employee costs such as the monthly wage bill, National Insurance contributions, pension contributions and any other benefits. This may include company cars, health insurance, gym membership, travel loans etc.
Remember any documents you see are highly confidential. Many of the business' employees may not know the business is up for sale. Once you have bought a business you need to comply with TUPE and other employment laws.
IT and other technology
A business' IT system is often vital to its smooth running. You will therefore want to consider how old any systems and equipment are and whether it is being sold as part of the deal. You will need to ask questions such as:
- What is the value of the IT equipment and other technology?
- Are these assets under guarantee?
- What is included? Does it all belong to the business?
- Are there ongoing IT maintenance and service agreements/contracts essential to the business?
- What contingency plans does the business have in place for data loss? Does it have policies and procedures in place? Who has access to this data?
The environment
Another consideration will be the business' effect on the environment. Depending on the business sector it may have to pay environmental taxes and have other obligations in this area. If you think the business may be affected, .
Confidential information and confidentiality agreements
Understand your legal obligations when buying an existing business.
Much of the information you'll want to know about a business you are hoping to buy will be confidential, while some will be publicly available.
Information such as employee and customer records, for example, will be protected under the General Data Protection Regulation (GDPR) and the Data Protection Act 2018, while other details will just be commercially sensitive. See UK General Data Protection Regulation (UK GDPR).
If a vendor is keen to sell then they should co-operate fully and give you all of the information you need to arrive at an offer. This may include looking at bank loan details, property rental contracts and intellectual property licences, for example.
Confidentiality agreement
It is likely you will be asked to sign a confidentiality agreement (see non-disclosure agreements). This protects the existing business owner and stops you from using any information you have learned about the way the business is run should negotiations breakdown.
You should seek professional advice by getting a solicitor or lawyer to read anything you are asked to sign or check carefully for any clauses that could have a negative impact on any other businesses you own or are considering starting. You may already be looking at developing a product similar to one offered by the business, for example, and the confidentiality agreement may prevent you doing this if the deal falls through. See choose a solicitor for your business.
Once a business has been purchased it is important to respect the Data Protection Act for any information transferred to you under the sale, such as employee records and client information. It is wise to seek expert legal advice or speak to the Information Commissioner's Office (ICO) to ensure you operate within the law. Follow the ICO's .
Seeking professional advice when buying a business
Information on potential sources that help when buying a business.
There are many different advisers that can help when buying a business but if you are buying a registered company you can do some checks yourself.
It is possible to obtain copies of a company's accounts, annual return and other key documents. .
Seeking expert advice
Other professionals worth contacting for expert advice include:
- Business transfer agents, business brokers or corporate financiers can help you through the process of due diligence from start to finish for a fixed fee or percentage of the sale price.
- A solicitor or lawyer will be able to help by looking at any legal contracts, including property deeds, for example. Choose a solicitor for your business.
- An accountant will be able to help you by looking at the business' finances, such as profit and loss accounts. Choose an accountant for your business.
- You can get help with intellectual property protection issues. An intellectual property agent will be able to search for any intellectual property licences the business holds. The Intellectual Property Office can also carry out searches on existing patents.
- A chartered surveyor will be able to help you assess the value of the business' property.
Ensure advisers have relevant professional experience
It is essential that the advisers you choose are experienced in business transfers and valuations.
Word of mouth is the best way to find a good adviser. Always ask any potential adviser about the last five deals they have worked on in the relevant sector and ask for references from previous clients.
You should also check that your advisers hold any necessary qualifications or certification and are members of relevant associations or trade bodies.