Buying a Business FAQs
You can contact us for assistance. We can help expedite the process, through our "Exclusive Buyer Brokerage Agreement", or by simply acting as a conduit. Many times, buyers will respond to some sort of general listing information posted by the Listing Broker, on a website or in the newspaper. You may then see a one or two-page presentation that provides a minimal amount of specific information. This is used to let buyers know what type & size of business is available without disclosing to the general public financial & proprietary information that any business owner would not want to make common knowledge. Even the fact that a given business is for sale can be extremely detrimental to the business if that information is made available to competitors, vendors, and employees.
After seeing this "blind" profile, a buyer may decide this is something they want to know more about. Contact with the selling or listing broker will then result in some communication via phone, e-mail, fax, or in person. The broker will want to know some more about the buyer to determine if this business, or perhaps some other business, is a good fit. Most brokers will ask for some basic background information to assess your financial and experiential qualifications.
The buyer will also be asked to execute a Confidentiality Agreement, also called a non-disclosure form, before he will be allowed to meet with a seller or see any proprietary information. This information may sometimes include "small" things like the location. With some businesses, knowing what they do, and their location can easily give away their identity. It is (generally) the Broker's job to handle the marketing of the business for the seller, and this includes obtaining the required paperwork to protect the seller's livelihood and interests.
After the Buyer has signed a Confidentiality Agreement, and if the buyer is a fit for the business, the broker will work with the buyer to provide all of the information he needs to make an informed decision on a given business opportunity.
Most professional Business Brokers will have an information package available to you after you have signed a Non-Disclosure or Confidentiality Agreement, which protects the seller and new buyer's interests from damage done when proprietary information is made available to the wrong parties.
- Why are you selling your business?
- How many years have you been in business?
- How many years have you been in business at the present location?
- Did you create the business or did you buy it from someone else?
- Are you a sole proprietorship, partnership, or S or C corporation?
- Do you have tax returns and financial statements that my CPA can look at?
- Which bank do you do business with?
- What types of insurance must your business carry?
- What licenses are necessary to own and/or run this business?
- How many hours did you work per week in your business?
- How many employees do you have?
- Do family members work in your business?
- Will the family members stay after the sale?
- Are you willing to take a note and be paid over time instead of all at once?
- Will you stay and work for a while after the business is sold?
- How is inventory controlled?
After you have met with the seller of the business, and analyzed the material made available to you by the broker, you will make a decision concerning your commitment to proceed with the purchase of the business. If you are serious, you will need to make an Offer to Purchase or provide a Letter of Intent, stating the terms of the intended transaction. The Business Broker can assist you with the preparation of this document, based on your terms. You can prepare an Offer or LOI all by yourself, or with the assistance of a trusted advisor. Offers can be legally binding, or NOT, depending upon the wording of the document, so you should be fully aware of the content. The Broker will present your Offer to the Seller. If the seller agrees, accepts your terms, you will continue the systematic process that will lead to a closing.
Due Diligence is the necessary investigation on the part of both the buyer and the seller to verify that each party understands what they are getting in the transaction. No one wants to be surprised at or after Closing. The parties will often have their CPAs participate in this process.
The buyer will want to verify that the business information he has received is accurate. This will entail, at a minimum, a review of the books & records of the business, counting any inventory, and surveying the equipment. Due diligence can be complicated with larger businesses, so there is no standardized list of usual items. The seller will want to verify the claims of the buyer regarding his business experience, creditworthiness, and available liquid cash for the business down payment. This is especially critical when the seller is considering financing the buyer for some portion of the Purchase Price. This may entail checking references, running a credit check, and reviewing copies of certain account summaries.
Laws vary from state to state. Successor liability laws transfer responsibility for payment of certain business debts to the new owner when a business is sold. In the majority of small business transactions, the sale will be an "asset sale," and the seller will pay liabilities and keep current assets. Unless you buy the actual Corporation, a "stock sale," you would not be responsible for liabilities, unless they are specifically agreed to in the Closing Documents. You should check for possible back taxes, liens, penalties and fines that may transfer to you upon purchase of the new business. Your CPA or Attorney, or the Closing Attorney will generally handle that task, so that you are assured you are receiving a clear title.
For many businesses that depend upon drive-by business and/or easy consumer access, "YES!" You can have the best business in the world, but if it is located in a dead-end cul-de-sac in a dangerous part of town, your business will probably fail. Time and effort devoted to selecting your business location can mean the difference between success and failure. The kind of business you are in, the potential market, the availability of employees, and the number of competitive businesses should all be determining factors in your choice of location.
On the other hand, many businesses do not depend upon a high visibility location, and you can reduce your overhead costs dramatically, and make more profit, if you choose a location for its access to cheap labor, the loading dock you may need, easy truck turn-around, low taxes, commute time, etc.
If you are buying an existing business, the prior owner has already resolved many of these issues. If the business is doing well where it is, and growing as it should, moving it may not be a wise idea, and you can be happy that someone else did all that location work for you!
The right to use the business name is part of the sale, nearly always. You may not be buying the Corporation, but you are buying the DBA, or Doing Business As name. This is generally a very important part of the goodwill if you are purchasing an existing business. Customers turn to this company for their products & services, and the company makes money. That is one of the reasons you may want to buy the business. You may want to think long and hard before changing that name, and risking the loss of customers and revenue.
If you do want a new name, you can request a report from a search company that will check records in the US Patent and Trademark Office, state registers and various other business sources. There usually is a fee for this service. Some companies are: CSC, The US Corporation Company, 1090 Vermont Ave NW, Washington DC 20005, 800 241-6518. Thomson and Thomson, 500 Victory Road, North Quincy MA 02171-3145, 800-692-8833.
There is no simple answer or formula for evaluating the value of a business. The price that the business can command in the market will actually change for the same business depending upon the terms of the sale. There are appraisers that specialize in valuing a business. Professional business brokers can give a range of prices that will be fairly accurate for many small businesses, based on experience with the market, rules of thumb, and an analysis of financial statements and cash flow.
Some brokers believe that cash flow is the most important factor to consider in a small business sale, as the business must be purchased with that available cash flow for an owner-operator buyer to be able to survive after the sale.
Other important factors to consider include: competition, industry trends, and like-size comparison with other companies in the industry, balance sheet ratios, income statement analysis and trends, gross and net margins, type and condition of equipment, and future capital requirements, customer base: target, size, quality, diversification, location, avenues of growth for the company under new ownership, owner's role, now and after the sale financial needs and goals of the buyer and the seller, difficulty of someone else learning the business, and potential for growth in this business and in the industry as a whole.
A professional Business Broker can assist you with this.
Goodwill is the difference between the selling price and the estimated values assigned to all the assets, not including the goodwill. The seller's asking price will be broken down into its various components such as equipment, inventory, furniture, accounts receivable, (if being purchased) miscellaneous assets, assumed liabilities (if agreed upon), possibly real estate. The mathematical difference between the sum of all these other assets and the selling price by definition equals the goodwill. Goodwill is a highly valued asset in any on-going business. Think of Goodwill as the "profit-generating intangible" that makes that business worth more than a start-up with no current customers, no employees, no name recognition, no established vendors, no distribution system, no lessons-learned, no mentor to help with the transition, etc. It is the "going concern value." Fixed assets without the goodwill are just non-productive equipment and furnishings.
The CPA of the buyer & seller are usually involved with the allocation of the assets to the purchase price. When a business is acquired, the business being purchased can include various assets including machinery, inventory, fixtures and intangible assets. The breakdown of these assets is important because certain assets can be depreciated or written off faster than others. Often one allocation will tend to favor the seller or the buyer.
In many instances, especially with the intangible assets, this allocation is somewhat negotiable, and is sometimes used as a bargaining tool. The IRS will verify that the seller and buyer have done an identical allocation, so the parties must agree upon it. You should work with your CPA to be sure you understand the tax implications of the final allocation.
No. You cannot make a tax free "like kind" exchange of goodwill from one business to another.
You may not want to sign personally to guarantee payment on a business purchase. It will be very rare if you don't have to. The seller or the bank will usually request your personal guarantee on any note. The more money down and the more collateral at risk, the less likely your personal signature will be required. A good CPA can negotiate and work with your lawyer to minimize your personal exposure.
FileForm SS-4. Ask your local CPA for a copy of the form, or you may download the form from the IRS web site at http://www.irs.treas.gov You may also call the IRS and apply over the phone at 1-800-829-1040.