The process of selling your business can be very overwhelming, especially without help. But, just like with selling a home, with the right strategy and the right team of small business financial advisors, you can maximize the sale of your business and profit from your hard work. We understand that you have a significant portion of your wealth stored in your business, and that’s why we’ve assembled a list of steps to consider from a business financial advisor’s perspective.
While certain aspects of the process are contingent on your personal situation, retirement strategy, and business needs, here are a few general steps a business owner can take to improve their chances at a successful business sale.
Define Your Goals and Financial Needs
You can only sell your business once, so before jumping into it, think about what you need personally and financially from the sale.
Why are you looking to sell?
What is your true motivation for selling? Are you looking to retire? Are you facing partnership disputes? Are you looking to pass the business on to a family member? Or are you just getting burnt out? Having a firm grasp of why you’re looking to sell your business will ultimately help your business financial advisor develop a stronger, more informed plan of action. Not only that, but in your initial discussions with potential buyers, it’s extremely likely that they will ask you why you are planning on selling your business in the first place. So having a strong answer is important.
What are you looking to gain from the sale?
After cementing your reasoning for selling your business, your small business financial advisor will most likely want to know what you’re ultimately looking to gain. Perhaps you’re looking for passive recurring income? Do you plan on making a big purchase with the profits? Are you looking to put all of the proceeds into retirement savings? Being prepared to discuss your long-term goals with your small business financial advisor will help them advise you on the recommended deal structure. For example, selling the business outright for cash, creating a payment plan, or maintaining an interest stake in the company.
Time It Just Right
Remember, most entrepreneurs only get one chance to sell their business. And since most of their net worth is tied up in the business, this sale is important! While there are several things you can do to ensure that your business transaction goes off without a hitch, there’s one element that you can’t overlook – timing. It’s everything, especially in business. Start speaking with a financial advisor for business owners (ideally someone with experience in mergers and acquisitions) about kickstarting the process at least a couple years in advance. That way, they’ll have ample time to put together a strategy for you to get the most from your sale.
Clean Up Your Accounting Records
Selling a business puts a lot of eyes on your financial records including prospective buyers, lawyers, accountants, valuation firms, brokers, specialists, and others. It’s important to ensure your bookkeeping is clean to avoid any bumps in the road. Determining your accounting strategy a few years in advance can help improve the valuation later down the road.
If you do not have a bookkeeper on your team that keeps track of your business’ financials, we recommend hiring an accountant to help you clean up your books. The more accurate and precise your accounting records are the more valuable your business will become in the eyes of the buyer.
Prospective buyers value as much transparency as possible. They are performing more detailed due diligence than ever, wanting to know the nitty gritty details on everything from a business’ financials to its real estate holdings and equipment. Not only will buyers appreciate organized finances, but you and your employees will endure a less complicated transition in the long run when it finally comes time to pass the baton.
Financial Document Checklist
- Complete lists of all equipment and other assets to be included and excluded in the sale
- Profit and loss statements, balance sheets, and tax returns of the business covering at least the last three years
- The most recent interim profit and loss statement and balance sheet
- Real and personal property leases
- Copies of all patents, licenses, loan documents, contracts, or agreements
- All agreements related to employee benefits
- Any environmental reports
- Copies of all other documents needed to present a fair and accurate description of the business to prospective buyers
Assemble Your Advisory Team
Oftentimes, one’s business is their most valuable asset – in order to protect your net worth, it’s important to include professionals with mergers and acquisitions experience. Having a team of experienced small business financial advisors and business professionals by your side is the most fail-safe way to get the best results possible for your sale. While at first, the number of professional advisors on your team seems like an expensive endeavor, take heart – hiring the right people will save you money in the long run.
Here are the most useful professionals to have on your team when gearing up to sell your business.
Your attorney can provide you with valuable legal guidance throughout the sale. They will also likely be the professional in charge of:
- Drawing up contracts and other legal documents
- Providing legal advice
- Resolving current, ongoing, or pending litigation
- Identifying legal issues that may hurt the sale (patent disputes, permitting laws, etc)
Just like your financial advisor, a good attorney will always be acting with your goals in mind. As we stated before, every situation is different, but we’d strongly recommend hiring an experienced M&A attorney.
Having an accountant on board as well is important, particularly one with Certified Valuation Analyst (CVA) credentials. Working together with your business financial advisor, they can comprehensively cover the following:
- Gather tax returns and financial statements for your valuation
- Help during the valuation process by producing the appropriate financial documents and answering questions
- Determine tax implications
- Speak to you and your business broker about your tax/corporate structure (s-corp or c-corp).
The best way to help your accountant is to keep all your financials up to date before your sale. That way, when your broker requests your financials for the valuation, the process will be efficient. This gives your buyer confidence they are buying a financially sound business.
Your business broker, or M&A advisor, will help drive the sale and find you a buyer. They can design your sale strategy, coordinate with the other members of your advisory team, and keep the momentum going. Specifically, they will likely cover the following:
- Handle negotiations and assist in deal structuring
- Oversee and manage the due diligence process from start to finish
- Create marketing materials
- Vet buyers for your business
- Facilitate competitive bidding among buyers
Small Business Financial Advisor / Financial Planner
Financial advisors, especially those with experience in mergers and acquisitions, can be some of your greatest assets. They can protect your interests during the sale and help ensure your future financial needs are met. They will likely aim to invest the lump sum proceeds of your sale in a strategic and tax-advantaged way which can be incredibly valuable. Small business financial advisors can assist you with the following:
- Clarify your financial goals and determine a strategy for the sale
- Determine tax implications and develop tax-advantaged strategies
- Advocate on your behalf during the sales process
- Manage liquidity events and strategically invest the lump sum proceeds
- Protect your wealth and diversify your assets
- Execute a plan for retirement with a high probability of success
We Can Help
At Morgan Rosel, our wealth managers know what to look out for when it comes to selling a business. Not only that, but we have an extensive network of trusted professionals that we’d be happy to recommend to you. From structuring the deal to helping ensure the most tax advantaged investing strategies for the proceeds, we’ll advocate on your behalf throughout the entire process to help make sure you get what you need from the sale of your business.
Get a Professional Valuation
After you get all the fundamental questions answered and you have your team in place, it’s time to obtain a professional valuation for your business. This will give you a realistic idea of how much your business is worth from a non-biased, outside source, and will ultimately bring credibility to your asking price. Not only that, but having this information cemented will go a long way in helping your advisory team develop the best plan for the sale.
Did You KNow?
A typical valuation method for a small business is 3x to 5x Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA). For example, if your business nets $250,000 per year and a comparable business sold for 3x EBITDA, your business may be worth around $750,000. While this method may give you a rough estimate of the value, a third-party business valuation company will look at an array of other factors to determine the most reasonable sale price.
Companies with healthy income streams and multiple revenue sources are inherently attractive to potential buyers. Thus, to maximize your profits and ultimately your business’ value, it’s paramount that you focus your energy on strengthening your business’ performance. Oftentimes, it takes a few years to show a strong growth trajectory. However, increasing your business’ profitability by boosting sales and diversifying your customer base will go a long way at increasing your business’ overall profitability and growth potential.
Most savvy buyers will survey the sales and gross profit records of a business to determine its value and growth potential, so it’s important to have at least a few years of high business performance under your belt before moving onto the next steps of selling your business. Buyers are interested in acquiring businesses that are thriving, not surviving.
Create an Exit Plan
Seasoned business owners should know exactly how they plan to wind down their involvement in a company once they sell. Some deals require you to stick around for a few months or even years until the new owner feels comfortable and up to speed with business processes. Adequately training your staff and creating an internal succession plan can add a lot of value to a business. When the owner is integral to the operations of the business, the business is less valuable and less attractive to prospective buyers.
There are six common types of exit strategies:
- Initial Public Offering: An IPO is when a private company begins selling its shares to the public. This is a popular exit strategy for startup business owners looking to expand. After an IPO, a business owner may choose to sell their business or stay on board.
- Merger: Another popular exit strategy for businesses of all sizes. If you’ve planned for a high business valuation, you can attract quality buyers and have more control over the price negotiations.
- Selling your Control: If you share ownership of your company with others, this may be the best option for you. Selling your control is essentially all about selling your stake to your partner(s) or an agreed upon party. For this instance, you may want to consider a succession plan where you arrange for a family member or close acquaintance to take over the company.
- Acquihires: If you have highly skilled employees, this may be the best option for you. This strategy is perfect for attracting buyers interested in not only acquiring your business but acquiring your business’ talent.
- Management Buyouts: In a management buyout, a member or members of the management team buy the business from the business owner. The existing management team will already understand the business, so this strategy is a great one to choose in order to ensure a smooth business transition.
- Liquidation: If your business is no longer profitable, this is the preferred exit strategy. During liquidation, business owners will sell all assets and real estate owned by the business.
Make Sure You Have Everything You Need Ready for the Sale
Staying organized is key to maintaining buyer confidence. Make sure you have all the necessary documents prepared so you’ll have everything you need at the tips of your fingers whenever you need them.
- Consolidate operating license agreements (such as softwares)
- Organize company bylaws that relate to the sale
- If ownership is shared, obtain sign-off from all owners
- Organize intellectual property documents
- Compile financial statements with creditors and accounts receivable ledger
- Organize legal documents. This includes stocks and shares held by the company, employment contracts, pending lawsuits, etc
- Organize business assets and associated paperwork
- Compile insurance coverage and policies
- Provide your tax registration
- Organize any required business licenses
- Identify outstanding or unfinished work
- Ensure confidentiality agreements are in place
Now, You’re Ready to Sell
After years of planning, it’s finally time to sell. At this stage of the game, your business broker will get to work on marketing your business to the right groups of people. Remember to keep your business financial advisor in the loop. They can have a plethora of knowledge to contribute when it comes to looking over the offers you receive as well as consulting on negotiations.
A long-time client was approached with a great opportunity to sell their business, or so they thought. See what we discovered about the deal and how we protected their best interests.
The Bottom Line
Don’t hesitate to ask your advisory team, including your small business financial advisor, as many questions as you need to get a good understanding of all of the details of the final deal. Again, selling your business is no small feat – it’s one of the biggest decisions you’ll make in your lifetime, so it’s smart to look at all the angles and be confident in your sale strategy.
Once you’ve made your decision and all the paperwork is processed, congratulations! You’ve finally sold your business. With Morgan Rosel’s network of financial and business professionals by your side, we can help you feel confident in your decision as well as excited for what the future holds! No matter how large or small your business is, rest assured that our business wealth management professionals are here to help deliver confidence and clarity to your financial well-being.
The sale of a business typically creates a sizeable liquidity event, meaning you will likely have a large lump sum of cash to invest. Determining what to do with the money can be very overwhelming. Lump sum investing has a lot of risks if the market takes a sudden downturn. At Morgan Rosel Wealth Management, we aim to strategically reinvest the profits from the sale of your business to minimize risk. We will present a wide range of investment opportunities in addition to the stock market to maintain diversification.
Contact a Morgan Rosel wealth advisor to learn more about wealth management for business owners, selling a business, and more.
1 “7 Reasons Why You Should Use A Business Broker.” n.d. Raincatcher. Accessed June 10, 2022. https://raincatcher.com/why-use-a-business-broker.
2 Blakely, Sara. n.d. “Exit Strategies: How to Plan a Business Exit Strategy.” Masterclass.Com. Accessed June 10, 2022. Exit Strategies: How to Plan a Business Exit Strategy.
3 Lesonsky, Rieva. 2020. “How to Prepare Your Business for Sale.” https://www.uschamber.com/co. CO- by U.S. Chamber of Commerce. September 30, 2020. https://www.uschamber.com/co/good-company/ask-the-board/how-to-prepare-your-business-for-sale.
4 Pollone, Jonah. n.d. “Who Should Be on Your Team of Advisors When Selling Your Business?” Raleigh Business Brokers | MidStreet Mergers and Acquisitions. Accessed June 10, 2022. https://www.midstreet.com/blog/deal-team-business-sale.
5 “Preparing to Sell Your Business – Entrepreneur.Com.” 2001. Entrepreneur. Entrepreneur. May 7, 2001. https://www.entrepreneur.com/article/40302.
6 Smith, Ryan. 2021. “Selling a Business: A Step By Step Guide | Bench Accounting.” Bench. February 23, 2021. https://bench.co/blog/operations/how-to-sell-a-business/.
7 “What Is My Small Business Worth? – Small Business Deal Advisors.” n.d. Small Business Deal Advisors. Accessed June 10, 2022. https://www.smallbusinessdeal.com/what-is-my-small-business-worth/.
This commentary reflects the personal opinions, viewpoints and analyses of the MorganRosel Wealth Management, LLC (“MRWM”) employees and guests providing such comments, and should not be regarded as a description of advisory services provided by MRWM or performance returns of any MRWM Investments client. The views reflected in the commentary are subject to change at any time without notice. Nothing on this website constitutes investment advice, performance data or any recommendation that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person. Any mention of a particular security and related performance data is not a recommendation to buy or sell that security. MRWM manages its clients’ accounts using a variety of investment techniques and strategies, which are not necessarily discussed in the commentary. Investments in securities involve the risk of loss. Past performance is no guarantee of future results. MRWM may recommend the services of a third-party attorney, accountant, tax professional, insurance agent, or other specialist to clients. MRWM is not compensated for these referrals.