Preparing your business for sale
In this guide:
Preparing your business for sale
Steps to follow in order to successfully sell your business.
When selling your business there are several stages that need to be completed in order to achieve a successful outcome.
Typical steps include:
- valuing your business
- preparing your business for sale, including taking steps to increase its value
- taking early tax advice to highlight issues which might affect your deal later - vital if you want to minimise the tax burden
- identifying potential buyers
- marketing your business
- meeting and negotiating with potential buyers
- completing legal due diligence with the buyer
- finalising the sale agreement and transferring ownership
Maximising the value of your business
In order to maximise the value of your business, it is worth spending some time prior to the sale getting your business into shape. This could include cutting costs, reducing debts and reducing excess stock to get your finances into good order.
Potential buyers are also likely to require detailed financial information, including audited accounts and forecasts before they will consider making an offer. You can help make the whole sales process smoother by preparing this information in advance. See preparing to sell your business.
Valuing your business
There are several methods of valuing your business. It is advisable to seek specialist help from your accountant or a corporate adviser. They will be able to advise you on an appropriate valuation method and help you get a realistic valuation. They will also be able to help you identify and market your business to potential buyers. See value and market your business for sale.
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Meetings with potential buyers for your business
How to prepare for and conduct negotiations with prospective purchasers of your business.
Once you have identified potential buyers for your business, the next step is to gauge their interest by holding initial meetings with them. The approach you take towards negotiating with potential buyers is crucial.
The aim is to build a relationship with possible buyers and discuss some of the key issues your business faces.
If you haven't done so already, you should ask your legal adviser to draw up a non-disclosure agreement for prospective buyers to sign. This ensures details of your business remain confidential. See non-disclosure agreements.
After this it may be appropriate to allow serious buyers to look round your premises. This could help to accelerate the sales process - though you may prefer to wait until you have received indicative offers before you do this as confidentiality is vital and you may want to avoid giving away too much information at this stage.
Financial information
To allow potential buyers to make an indicative offer for your business you'll need to provide them with accurate financial information, including final or audited accounts where relevant and forecasts for the year ahead.
Clearly, releasing commercially sensitive financial data - possibly even to a competitor - is a worry. Ask your advisers how best to go about this in order to maintain a level of confidentiality.
It might also be worth providing potential buyers with a valuation of your business drawn up with your advisers. This will give them an idea of what you're expecting. See value and market your business for sale.
Invite written indicative offers
After your initial meetings, you should whittle down the field by inviting buyers to make written indicative offers which include:
- the price they're prepared to pay
- how they plan to structure the deal
- proposed timetable for completion of the deal
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Assess offers to buy your business
How to assess offers for your business and understand the implications of the deal structure.
Price is just one factor to consider when weighing up offers for a business. For example, the potential buyer's proposed timetable for completing the deal is important - as a drawn-out sale could be damaging to your business.
Proof of finance
You also need to be sure the prospective buyer can meet the price they're offering. The offer will be worthless if they can't finance it. Examine what proof of financial backing they have - this could include mortgage or loan agreements, share certificates or evidence of personal savings.
Payment options for selling your business
Consider how the deal will be structured. A one-off cash payment may be the most appealing option, but it's possible you'll have to accept some form of deferred payment. An upfront payment may not be the most tax-efficient option, either.
You may be offered a combination of cash and shares in the purchaser's business. But it's really only worth accepting shares if they're in a quoted company. Your buyer might also prevent you from selling your shares for some time.
If you are offered deferred payments, establish whether or not they are guaranteed. Buyers may want to lessen their risk by making future payments based on the business' future performance - known as an earn-out.
While earn-outs may increase the final amount you receive, there are inherent risks and you may not receive as much as you expect. Continued management involvement can enable you to influence the meeting of the performance targets. But you may decide that you no longer wish to be involved in the business once you have sold it.
Tax issues when selling your business
Remember that you're likely to have to pay Capital Gains Tax on the sale of your business. Speak to your accountant to discuss how you can minimise your liabilities for Capital Gains Tax and make the most of the reliefs available.
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Your responsibilities and liabilities when selling your business
The warranties and indemnities you may have to provide to buyers; protecting your employees.
A key part of any offer will be the responsibility you have to take on for any business liabilities such as employees, outstanding debts, tax and VAT obligations.
It's likely that your buyer will ask you to provide them with reassurance about what they've bought and protection against future liabilities in the shape of warranties and indemnities.
Warranties
Warranties provide legal confirmation that certain facts relating to the sale of the business are accurate. For example, you might have to guarantee that financial information you have shown to the buyer is accurate and that the assets you claim to own exist. The buyer may be able to claim against you if the information is later found to be incorrect.
Indemnities
Indemnities are promises to reimburse the buyer for any losses resulting from specified future events. For example, you may have to indemnify the buyer against any penalties resulting from tax or VAT inspections into accounts drawn up before they took over the business.
Giving these commitments may help you get a higher price. But you need to clarify exactly what you stand to lose. Before you agree any warranties and indemnities they should always be scrutinised by your team of advisers. See hire professional services.
Responsibilities to staff
You may also want to consider how a deal will affect your employees - you may want to come to an agreement that there will be no redundancies for a set period, for example. You should also check your legal responsibilities to staff under the Transfer of Undertakings (Protection of Employment) Regulations (TUPE). See responsibilities to employees if you buy or sell a business.
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Choosing and negotiating with a buyer for your business
Selecting the right buyer for your business, conducting negotiations and drawing up Heads of Terms.
Once you understand all the offers on the table you can narrow down the field and start negotiating with your short-listed potential buyers. Your adviser can lead the discussions and provide you with advice at every step. See hire professional services.
Once you have identified your preferred buyer it's essential to develop a relationship based on trust. Only discuss the deal with this candidate and don't try to negotiate better terms at this stage. It's important you understand any offer before accepting it, particularly any liabilities you will be taking on.
Create a written agreement
You then need to agree Heads of Terms with the buyer - sometimes known as a 'letter of intent' or 'Heads of Agreement'. This is a document setting out the key points of the deal. For example, what the buyer has agreed to buy (eg shares or assets), the payment structure (ie how and when they will pay), who will pay the costs, a list of assets, details of contracts and responsibilities to employees. See hire professional services.
It acts as a written record of the key features of your agreement which can be used to brief your solicitors or accountants. It may also provide an exclusivity period during which you are not allowed to negotiate with anyone else. Your professional advisers will help you draw this up.
Parts of the document may be legally binding - it might set out responsibility for the payment of legal fees if one party pulls out, for example. See understanding contracts when buying or selling a business.
You should also inform other interested parties when you have done this.
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Undergoing due diligence
Allowing your buyer to check the claims you have made, and completing the sale agreement.
Once initial sale terms are agreed your buyer will review commercial aspects of your business - such as contracts, staff and key customers - to ensure the claims you have made about the business are accurate. This process is known as due diligence.
Don't start due diligence until you have agreed a price and terms with the buyer. The investigation period is negotiable and normally runs simultaneously with the legal process as the two are linked, although all sales are different. The process can be speeded up if you and your staff are as co-operative as possible.
Your buyer and their advisers will probably need to spend some time at your business' premises reviewing original documentation, but try to ensure as much work as possible is carried out off-site. The process must be controlled to guard against it being used as an excuse for renegotiating the deal.
What does due diligence cover?
The due diligence process is likely to cover:
- the business' past and forecast financial performance
- accounts
- valuation of property and other assets
- legal and tax compliance
- any outstanding legal action against the business
- major customer contracts
- intellectual property protection
The final sale agreement
As the due diligence process nears its conclusion you and your advisers should finalise the sale agreement. This will contain the exact details of the sale, much of which should have been outlined in the heads of terms. There will have been compromise on both sides to obtain a final document that is acceptable. But you should maintain a dialogue with all parties to ensure the final agreement is acceptable and contains no hidden surprises about your future liabilities.
Your advisers should ensure you fully understand the terms of the agreement you are signing and the full extent of any indemnities and warranties you have agreed to. See understanding contracts when buying or selling a business.
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Business exit strategy: close your business
In this guide:
- Consider your exit strategy when starting up a business
- Advantages of having an exit strategy for your business
- Exit strategy: key considerations when starting a business
- Business exit strategy: family succession
- Business exit strategy: selling your business
- Business exit strategy: float your business on the stock market
- Business exit strategy: close your business
- Business exit strategy: the exit process
Advantages of having an exit strategy for your business
How planning your exit helps you get your business in shape and helps you realise the maximum value from it.
If you're setting up a new business you'll have a clear vision of what you want to achieve from it. To maximise the value you get from the business it's essential to think about how you'll leave it further down the line.
Benefits of an exit strategy
Carefully planning your exit from the business can help you to:
- mould your business into the ideal shape for your chosen exit option, therefore maximising the value you get from it
- groom successors if they're coming from within the business - whether they're a family member or part of your management team
- exit at a time of your choosing, when the business is doing well and the market conditions are advantageous
Ideally, you should include an exit strategy in your start-up business plan. It can then be reviewed and revised whenever you work on your annual business plan and budget - and you can steer your business in the direction that your exit option demands. See write a business plan: step-by-step.
If you manage an existing business and don't have an exit plan, you should think now about what your preferred exit option might be - and consider whether you could change the way you run your business to help you achieve it.
What is affected by a business exit?
The way in which you exit can affect:
- the value you and other shareholders realise from the business
- whether you receive a cash deal, deferred or staged payments
- the future success of the business and its products or services
- whether you retain any involvement in or control of your business
- your tax liabilities
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Exit strategy: key considerations when starting a business
Overview of the key start-up decisions that could affect your ability to successfully exit your business.
It is easy to forget that the decisions you make today will not only affect how successfully your business gets off the ground, but can also seriously impact on your eventual exit from the business.
Key considerations
- Business form - the legal structure you choose can restrict your exit options and affect how potential buyers view the business. For example, a sole trader can simply close the business and pay off any outstanding liabilities but a limited company with a separate legal identity might be more attractive to potential buyers. See legal structures for businesses - an overview.
- Articles of association - these set out the rules for running the company affairs. If the are too restrictive they could limit what the business can and can't do. This could put off potential buyers or investors who are looking to diversify.
- Partnership agreements - these may specify what will happen if one of the partners wants to exit the business, eg due to ill health, disagreement or retirement.
- Property agreements - these can be notoriously difficult to get out of, if you need to, without suitable break clauses or the right to assign your agreement to another party.
- Shareholders - the involvement of company shares and shareholders with voting or preferential rights can make it more complicated for an outside investor or buyer to take over the business.
- Capital and ownership structure - straightforward structures can help make your business more attractive and can minimise potential barriers to sale.
- Accounting procedures - good financial and management accounts will give potential buyers and investors more confidence in your business and make completing the sales process easier.
-
Employee/customer/supplier contracts - clear, simple contracts for all business relationships can help avoid disputes, clarify responsibilities and make it easy for potential buyers to see what they would be taking on.
Seek expert financial and legal advice
Before committing to any important decision, it is vital to seek advice from a suitably qualified expert such as an accountant or solicitor.
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Business exit strategy: family succession
Passing or selling your business to a family member - developing a successor and keeping your options open.
Passing or selling the business you have set up to a son, daughter or other family member can be an attractive option. It allows you to maintain an involvement in the business and pass the assets to your heirs.
If you plan on handing the business on to your children then it can help to involve them in the business as soon as possible, allowing them to gain an in-depth understanding of how things work.
Allowing them to gain experience working in other businesses can be equally important, as this will give them new strategic insight into your activities.
However, you should bear in mind that you can't be certain that a child or other family member will definitely be interested in taking the business on in eg 20 years' time. If you're starting a business with the clear aim of passing it on to family, you should seriously consider how you could interest the relevant family members right from the start to reduce the possibility of them pursuing other options.
Family Business UK has guidance on that can help you prepare your exit strategy.
Get advice on family succession
A third party such as a non-executive director or business adviser can help you ensure emotions don't cloud your thinking. An accountant or solicitor can also provide valuable impartial financial and legal advice on family succession.
They can help you to answer key questions:
- Will family succession set up the potential for conflict within the business or family?
- Will it provide you with a financially secure future? Or, should you be considering other exit options to maximise your future income?
- Will it be tax-efficient?
- How will family succession affect the chosen successor's tax liabilities?
- How should you apportion shareholdings between the successor and other family members?
For further information, see transferring a business to a family member and family-run businesses.
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Business exit strategy: selling your business
How to develop key business characteristics that will make selling your business to another business more likely.
The most common exit option is selling your business - either to another business, a private investor or your employees or management.
Trade sales
A trade sale occurs when you sell the business (or parts of the business) to another outside party operating in, or allied to, your field. It can be the best way to get a good price - but you'll need to develop a business that's attractive to potential buyers.
If your business is not already limited, it may be difficult to achieve a trade sale as the value of the business is likely to be heavily tied to your skills or business relationships. You might also miss out on important tax benefits. The business may also appear less well established and therefore less attractive to potential buyers.
If you did not start out as a limited company, it is worth considering incorporation to give the business its own legal identity. See starting a company or partnership.
This may also make a merger possible - although this would probably mean remaining with the business for longer than if you make a straightforward trade sale. Read more on mergers.
Your chances of a successful trade sale can be improved by drawing up and following a clear exit strategy and minimising the potential hurdles to a successful exit.
Selling your business will also be easier if you can:
-
show year-on-year increasing profitability
-
show that the business can operate without you
-
create a high-quality product or service
-
develop an innovative product or piece of intellectual property
-
build a strong customer base
-
recruit a high-quality management team and employees
-
maintain premises and assets in good condition
Read more on preparing to sell your business.
Buyouts
You could also sell your business to managers or employees - known as a management buyout. Buyouts usually occur when employees or managers hear the business is up for sale and would like to buy ownership or extend an existing stake.
This option may not be as profitable as selling to a trade buyer as your managers or employees might not be able to raise the necessary funds to buy the business, or they may pay less as they fully understand the business - both good and bad - from the inside. Consideration should also be given to what might happen if your managers or employees fail to buy the business, ie how you deal with disgruntled or demotivated employees.
Read more on how to achieve an employee buyout.
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Business exit strategy: float your business on the stock market
Characteristics your business will need to attract venture capital investment or for a stock-market flotation.
Floating your business - selling shares on the stock market - can be highly rewarding financially. It lets you realise your investment in the business by making it easier to sell part of or your entire stake in the business.
However, any financial exit from the business is likely to be partial. Potential investors will be wary if you sell all your shares - and you may not be permitted to do so.
Any float will also affect other existing shareholders or investors. The shareholders agreement may give existing shareholders pre-exemption or voting rights which may make a float more difficult or reduce the amount you can realise.
Relatively few businesses can realistically expect to float as they are unlikely to be able to finance the necessary growth to attract investors.
See floating on the stock market and company shares and shareholders.
Venture capital investment
An alternative to stock market flotation is to attract venture capital investment. Venture capital businesses or private investors provide medium to long-term finance to your business in exchange for a share in the company. Venture capital funding can be used to grow or develop the business but may also be a way to facilitate an exit from your business by way of a management buy-out or buy-in or via a stock market flotation.
It is important to check exactly what return a venture capital firm is expecting, and how they plan to realise their investment and eventually exit the business.
Once you have secured funding you'll need to build a record over a number of years of delivering strong earnings and profits - and develop a business plan showing how you'll achieve further rapid growth.
Business suitability
Steps to take to be a suitable business for a flotation or venture capital investment include:
- building a strong management team
- have a robust business plan outlining how growth and profits will be achieved
- setting up a limited company
- developing operational, financial and management systems robust enough to handle both rapid growth and the additional legal requirements of a listed business
- appointing high-quality financial advisers
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Business exit strategy: close your business
Overview of the circumstances in which you may close your business and the practicalities of how to go about it.
Closing your business isn't necessarily an option that's forced upon you by poor trading conditions or financial difficulties. It may suit both you and your business to close it when you decide to exit.
There are a number of circumstances where planning the closure of your business will be the most practical option. For example:
- your business may be too dependent on your particular skills to make a sale realistic
- family members may be uninterested in taking charge
- unfavourable economic climate
- ill health may force you to retire before you have had a chance to develop the business sufficiently to make an alternative exit viable
It's important to seek professional advice about your options in such circumstances from your solicitor, accountant or financial adviser.
The way you close your business will depend on the legal structure you have chosen for it. See legal structures for businesses - an overview.
Sole traders may simply be able to close the business and pay off any outstanding liabilities, especially if there are no employees involved. VAT registration, employees, PAYE (Pay As You Earn), tax and National Insurance obligations, premises and finance agreements can all make this process more complicated for anything other than the most simple business. See selling or closing your business.
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Business exit strategy: the exit process
Key options for the exit process most appropriate for you and your business.
The exit process you will have to go through will depend on how you are exiting the business.
Selling the business
If you are selling the business there are several stages you will go through:
- grooming your business for sale
- valuing your business
- identifying and marketing your business to potential buyers
- negotiating with potential buyers
- completing legal due diligence
- finalising the sale and transferring ownership
Prior to the sale, you should get the business into shape by reducing unnecessary overheads, debts and excess stock and getting your finances into good order. You will also require detailed financial information, including audited accounts and forecasts which you can prepare in advance. See preparing to sell your business.
You should seek specialist advice from your accountant, solicitor or corporate finance adviser. They will help you reach a realistic valuation, and identify and market your business to potential buyers. See value and market your business for sale.
Flotation
Businesses planning a flotation will go through a similar process and will require a detailed business plan, prospectus and accounts which comply with specific accounting standards. See further information on floating on the stock market.
Closing the business
If you are simply closing the business, the process should be much simpler. You should contact the relevant authorities to advise them you are closing down and calculate and pay off any outstanding liabilities (such as VAT) and debts. See selling or closing a business.
If you have employed any workers you will also need to give them the proper notice and any outstanding pay and benefits. For further information on making employees redundant, see issue the correct periods of notice and redundancy: the options.
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Business exit strategy: float your business on the stock market
In this guide:
- Consider your exit strategy when starting up a business
- Advantages of having an exit strategy for your business
- Exit strategy: key considerations when starting a business
- Business exit strategy: family succession
- Business exit strategy: selling your business
- Business exit strategy: float your business on the stock market
- Business exit strategy: close your business
- Business exit strategy: the exit process
Advantages of having an exit strategy for your business
How planning your exit helps you get your business in shape and helps you realise the maximum value from it.
If you're setting up a new business you'll have a clear vision of what you want to achieve from it. To maximise the value you get from the business it's essential to think about how you'll leave it further down the line.
Benefits of an exit strategy
Carefully planning your exit from the business can help you to:
- mould your business into the ideal shape for your chosen exit option, therefore maximising the value you get from it
- groom successors if they're coming from within the business - whether they're a family member or part of your management team
- exit at a time of your choosing, when the business is doing well and the market conditions are advantageous
Ideally, you should include an exit strategy in your start-up business plan. It can then be reviewed and revised whenever you work on your annual business plan and budget - and you can steer your business in the direction that your exit option demands. See write a business plan: step-by-step.
If you manage an existing business and don't have an exit plan, you should think now about what your preferred exit option might be - and consider whether you could change the way you run your business to help you achieve it.
What is affected by a business exit?
The way in which you exit can affect:
- the value you and other shareholders realise from the business
- whether you receive a cash deal, deferred or staged payments
- the future success of the business and its products or services
- whether you retain any involvement in or control of your business
- your tax liabilities
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Exit strategy: key considerations when starting a business
Overview of the key start-up decisions that could affect your ability to successfully exit your business.
It is easy to forget that the decisions you make today will not only affect how successfully your business gets off the ground, but can also seriously impact on your eventual exit from the business.
Key considerations
- Business form - the legal structure you choose can restrict your exit options and affect how potential buyers view the business. For example, a sole trader can simply close the business and pay off any outstanding liabilities but a limited company with a separate legal identity might be more attractive to potential buyers. See legal structures for businesses - an overview.
- Articles of association - these set out the rules for running the company affairs. If the are too restrictive they could limit what the business can and can't do. This could put off potential buyers or investors who are looking to diversify.
- Partnership agreements - these may specify what will happen if one of the partners wants to exit the business, eg due to ill health, disagreement or retirement.
- Property agreements - these can be notoriously difficult to get out of, if you need to, without suitable break clauses or the right to assign your agreement to another party.
- Shareholders - the involvement of company shares and shareholders with voting or preferential rights can make it more complicated for an outside investor or buyer to take over the business.
- Capital and ownership structure - straightforward structures can help make your business more attractive and can minimise potential barriers to sale.
- Accounting procedures - good financial and management accounts will give potential buyers and investors more confidence in your business and make completing the sales process easier.
-
Employee/customer/supplier contracts - clear, simple contracts for all business relationships can help avoid disputes, clarify responsibilities and make it easy for potential buyers to see what they would be taking on.
Seek expert financial and legal advice
Before committing to any important decision, it is vital to seek advice from a suitably qualified expert such as an accountant or solicitor.
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Business exit strategy: family succession
Passing or selling your business to a family member - developing a successor and keeping your options open.
Passing or selling the business you have set up to a son, daughter or other family member can be an attractive option. It allows you to maintain an involvement in the business and pass the assets to your heirs.
If you plan on handing the business on to your children then it can help to involve them in the business as soon as possible, allowing them to gain an in-depth understanding of how things work.
Allowing them to gain experience working in other businesses can be equally important, as this will give them new strategic insight into your activities.
However, you should bear in mind that you can't be certain that a child or other family member will definitely be interested in taking the business on in eg 20 years' time. If you're starting a business with the clear aim of passing it on to family, you should seriously consider how you could interest the relevant family members right from the start to reduce the possibility of them pursuing other options.
Family Business UK has guidance on that can help you prepare your exit strategy.
Get advice on family succession
A third party such as a non-executive director or business adviser can help you ensure emotions don't cloud your thinking. An accountant or solicitor can also provide valuable impartial financial and legal advice on family succession.
They can help you to answer key questions:
- Will family succession set up the potential for conflict within the business or family?
- Will it provide you with a financially secure future? Or, should you be considering other exit options to maximise your future income?
- Will it be tax-efficient?
- How will family succession affect the chosen successor's tax liabilities?
- How should you apportion shareholdings between the successor and other family members?
For further information, see transferring a business to a family member and family-run businesses.
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Business exit strategy: selling your business
How to develop key business characteristics that will make selling your business to another business more likely.
The most common exit option is selling your business - either to another business, a private investor or your employees or management.
Trade sales
A trade sale occurs when you sell the business (or parts of the business) to another outside party operating in, or allied to, your field. It can be the best way to get a good price - but you'll need to develop a business that's attractive to potential buyers.
If your business is not already limited, it may be difficult to achieve a trade sale as the value of the business is likely to be heavily tied to your skills or business relationships. You might also miss out on important tax benefits. The business may also appear less well established and therefore less attractive to potential buyers.
If you did not start out as a limited company, it is worth considering incorporation to give the business its own legal identity. See starting a company or partnership.
This may also make a merger possible - although this would probably mean remaining with the business for longer than if you make a straightforward trade sale. Read more on mergers.
Your chances of a successful trade sale can be improved by drawing up and following a clear exit strategy and minimising the potential hurdles to a successful exit.
Selling your business will also be easier if you can:
-
show year-on-year increasing profitability
-
show that the business can operate without you
-
create a high-quality product or service
-
develop an innovative product or piece of intellectual property
-
build a strong customer base
-
recruit a high-quality management team and employees
-
maintain premises and assets in good condition
Read more on preparing to sell your business.
Buyouts
You could also sell your business to managers or employees - known as a management buyout. Buyouts usually occur when employees or managers hear the business is up for sale and would like to buy ownership or extend an existing stake.
This option may not be as profitable as selling to a trade buyer as your managers or employees might not be able to raise the necessary funds to buy the business, or they may pay less as they fully understand the business - both good and bad - from the inside. Consideration should also be given to what might happen if your managers or employees fail to buy the business, ie how you deal with disgruntled or demotivated employees.
Read more on how to achieve an employee buyout.
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-
Business exit strategy: float your business on the stock market
Characteristics your business will need to attract venture capital investment or for a stock-market flotation.
Floating your business - selling shares on the stock market - can be highly rewarding financially. It lets you realise your investment in the business by making it easier to sell part of or your entire stake in the business.
However, any financial exit from the business is likely to be partial. Potential investors will be wary if you sell all your shares - and you may not be permitted to do so.
Any float will also affect other existing shareholders or investors. The shareholders agreement may give existing shareholders pre-exemption or voting rights which may make a float more difficult or reduce the amount you can realise.
Relatively few businesses can realistically expect to float as they are unlikely to be able to finance the necessary growth to attract investors.
See floating on the stock market and company shares and shareholders.
Venture capital investment
An alternative to stock market flotation is to attract venture capital investment. Venture capital businesses or private investors provide medium to long-term finance to your business in exchange for a share in the company. Venture capital funding can be used to grow or develop the business but may also be a way to facilitate an exit from your business by way of a management buy-out or buy-in or via a stock market flotation.
It is important to check exactly what return a venture capital firm is expecting, and how they plan to realise their investment and eventually exit the business.
Once you have secured funding you'll need to build a record over a number of years of delivering strong earnings and profits - and develop a business plan showing how you'll achieve further rapid growth.
Business suitability
Steps to take to be a suitable business for a flotation or venture capital investment include:
- building a strong management team
- have a robust business plan outlining how growth and profits will be achieved
- setting up a limited company
- developing operational, financial and management systems robust enough to handle both rapid growth and the additional legal requirements of a listed business
- appointing high-quality financial advisers
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Business exit strategy: close your business
Overview of the circumstances in which you may close your business and the practicalities of how to go about it.
Closing your business isn't necessarily an option that's forced upon you by poor trading conditions or financial difficulties. It may suit both you and your business to close it when you decide to exit.
There are a number of circumstances where planning the closure of your business will be the most practical option. For example:
- your business may be too dependent on your particular skills to make a sale realistic
- family members may be uninterested in taking charge
- unfavourable economic climate
- ill health may force you to retire before you have had a chance to develop the business sufficiently to make an alternative exit viable
It's important to seek professional advice about your options in such circumstances from your solicitor, accountant or financial adviser.
The way you close your business will depend on the legal structure you have chosen for it. See legal structures for businesses - an overview.
Sole traders may simply be able to close the business and pay off any outstanding liabilities, especially if there are no employees involved. VAT registration, employees, PAYE (Pay As You Earn), tax and National Insurance obligations, premises and finance agreements can all make this process more complicated for anything other than the most simple business. See selling or closing your business.
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Business exit strategy: the exit process
Key options for the exit process most appropriate for you and your business.
The exit process you will have to go through will depend on how you are exiting the business.
Selling the business
If you are selling the business there are several stages you will go through:
- grooming your business for sale
- valuing your business
- identifying and marketing your business to potential buyers
- negotiating with potential buyers
- completing legal due diligence
- finalising the sale and transferring ownership
Prior to the sale, you should get the business into shape by reducing unnecessary overheads, debts and excess stock and getting your finances into good order. You will also require detailed financial information, including audited accounts and forecasts which you can prepare in advance. See preparing to sell your business.
You should seek specialist advice from your accountant, solicitor or corporate finance adviser. They will help you reach a realistic valuation, and identify and market your business to potential buyers. See value and market your business for sale.
Flotation
Businesses planning a flotation will go through a similar process and will require a detailed business plan, prospectus and accounts which comply with specific accounting standards. See further information on floating on the stock market.
Closing the business
If you are simply closing the business, the process should be much simpler. You should contact the relevant authorities to advise them you are closing down and calculate and pay off any outstanding liabilities (such as VAT) and debts. See selling or closing a business.
If you have employed any workers you will also need to give them the proper notice and any outstanding pay and benefits. For further information on making employees redundant, see issue the correct periods of notice and redundancy: the options.
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Streamline your business operations when selling your business
In this guide:
- Preparing to sell your business
- Advantages and disadvantages of selling your business
- Is selling my business the right exit strategy?
- Ways to sell your business
- Is it realistic to sell my business?
- When to sell your business
- Choosing advisers when selling your business
- Show strong financial performance when selling your business
- Streamline your business operations when selling your business
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.
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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.
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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.
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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.
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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.
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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.
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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 91Ïã½¶»ÆÉ«ÊÓÆµed 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.
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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.
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Show strong financial performance when selling your business
In this guide:
- Preparing to sell your business
- Advantages and disadvantages of selling your business
- Is selling my business the right exit strategy?
- Ways to sell your business
- Is it realistic to sell my business?
- When to sell your business
- Choosing advisers when selling your business
- Show strong financial performance when selling your business
- Streamline your business operations when selling your business
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.
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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.
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/content/selling-my-business-right-exit-strategy
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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.
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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.
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Source URL
/content/it-realistic-sell-my-business
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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.
Also on this siteContent category
Source URL
/content/when-sell-your-business
Links
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.
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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 91Ïã½¶»ÆÉ«ÊÓÆµed 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.
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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.
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