Tips to maximize the sale of your business
Question: How can I maximize the amount of cash I receive when I sell my business? Answer: Acquire every last after tax dollar and get paid in cash. Also, follow three critical steps before proceeding:
1. Preplan the sale of your business. This should not be a spur of the moment decision. Rather, it should be well planned in advance. Though it is not possible to control the external environment, such as interest rates and strength of the economy, it is possible to plan for an orderly transition. Start thinking about some obvious sources for a potential buyer. For example, should an employee be groomed for possible succession? Might a good customer be interested in acquiring your business in the event of its sale?
2. Recognize the importance of finding the right buyer. Most businesses don't have a value that is set in stone. Instead they have a range of value. This means that different buyers will have different perceptions of the same business's value. It becomes important to pre-plan your confidential marketing effort to gain exposure to multiple buyers, especially synergistic buyers. Synergistic buyers are those individuals who, because of their location, complimentary customer base, financial resources or market position, can profit more from owning your business and are therefore willing to pay more.
3. Consider getting professional help. Unless you have a background in taxes, legal issues and merger and acquisition work, you will probably unknowingly make a multitude of costly mistakes by trying to sell your business yourself. Those mistakes may cost you substantially more than any fees paid for competent professional assistance. Do some homework on various alternatives. Become informed by attending seminars regarding tax issues, estate planning, and so on. Ask your CPA or lawyer to recommend “general knowledge” seminars that might assist your learning curve. Question: How do I legitimately minimize my tax obligations when I sell my business? Answer: Plan well in advance by reviewing your corporate structure on an ongoing basis. This will enable you to maximize the amount of proceeds you retain from your business's eventual sale. As one would expect, the tax rules make it difficult for any quick fixes that give rise to immediate benefits. Consider changes to structure now that may result in more favorable tax treatment when the business is sold in five or ten years. Start by getting up to speed on recent developments in the tax code. Chances are the code is very different today than when you bought or started your business. So sit down with your professional advisor and review your current business structure and its appropriateness for your business's eventual sale. For example, if you are structured as a corporation, the substantial difference to your after tax dollars on sale depends on whether you proceed with an “asset” sale or a “stock” sale. Selling the corporation's assets can result in proceeds being taxed at the corporate level as well as the individual level when the remaining proceeds are distributed to the stockholders. However, if the stockholders sell their stock, it is likely that capital gains provisions would apply. The difference this makes to retained proceeds can be enormous. Paying our share of taxes in the United States is an economic reality of life. Yet after tax dollars in the sale of a corporation can vary between 45 percent and 85 percent of the sales price based solely on tax structuring issues. The earlier you start planning for the sale of your business, the more likely you will be to minimize tax obligations. Question: When is the best time to sell your business? Answer: The best time to sell your business is determined through a careful consideration of the factors that can and cannot be controlled to maximize the amount of cash you receive. These factors include: Environmental/External Issues- Beyond our Control Low interest rates and a low inflation environment with plenty of liquidity and a buoyant economy create an ideal scenario for mergers and acquisitions. Clearly, we have enjoyed this scenario in the United States over the last few years. As a consequence, there has been a flurry of activity in corporate America as well as small business America. Well-run, sound businesses are selling relatively easily for nice multiples. Yet, as we all know, the economy goes in cycles. If the sale of your business is on the immediate horizon, then perhaps consideration should be given to bring the “sell” decision forward in order to take advantage of these robust conditions. Internal Issues-Within our Control A potential buyer is going to pay significantly more for a business that demonstrates a consistent track record of growing revenues and profitability. However, all too often a business is allowed to stagnate or even decline because the owners have taken their foot off the accelerator. Getting “burned out” and other health issues are probably the most often cited reason for a small business owner wanting to sell. This is understandable, but also often controllable. Recognize the warning signs and take whatever corrective action possible. Again, choosing to sell for a good price while the business is buoyant is far superior to forcing a sale because of health or other issues that have impacted revenues and reduced the business's value. Above all, think with the head and not with the heart. A decision to sell can be very difficult for a host of good reasons. Most small businesses don't have boards of directors holding management accountable. However, sometimes it is prudent to seek outside objective advice from respected confidantes or professionals. These individuals bring a fresh perspective and insight that will assist you in making good strategic decisions for the future of your business. Question: When a business is sold, what liabilities are the buyer responsible for and which remain the obligation of the seller? Answer: In general, whether it is as an asset sale or a stock sale, just remember that sellers are obligated to provide “lien free” assets to the buyer. While all transactions are unique, buyers will typically assume liability for the following: leaseholds related to real estate, unless they are relocating the business; accounts payable (and if they do they will also get the accounts receivable); advertising commitments such as Yellow Page contracts; customer deposits, provided seller relays to buyer a like amount of cash; and any other liabilities that are agreed upon in writing. Sellers will typically be obligated to pay off out of the sale proceeds the following: lines of credit; installment debt and/or leases related to vehicles, computers, equipment; all obligations to employees up to the date of closing; all tax related matters; and all other debt that has any claim against any of the assets that are being transferred to the buyer. There is another issue related to liabilities. The seller is obligated to give the buyer strong “warranties and representations” (guarantees) that there are no undisclosed or unknown liabilities that might create claims against the assets being sold. The California Bulk Sales Law essentially states that a buyer can be held liable for goods transferred to him or her that has not been paid for by the seller. Obviously, all buyers want and are entitled to protection from having to pay for the same goods twice. In summary, it is essential that both buyer and seller commit to having everything in writing (i.e. no verbal agreements) and that both sides be represented by competent legal advice before signing on the dotted line.
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