Steps 5 & 6 of 10 on how to prepare for a successful business sale

5. Engage the right team: accountant, lawyer, broker 

To sell your business, you need to have an effective Business Broker, Accountant and Commercial Lawyer

Your Accountant: is fundamental in producing accurate supporting financial documentation to provide to a buyer, and assists in providing the best tax outcome for the sale

Your Commercial Lawyer: is critical to completion of the sale contracts

Your Business Broker: assists you in the early planning stages and helps you prepare and navigate many processes before you go to market. A broker gives you the best chance to sell your business for the highest amount in the shortest amount of time.

 

You only have one business to sell - you owe it to yourself to get the right team on board.

 

Your ideal broker:

• Is licensed and a member of the AIBB
• Business sales are their daily profession
• Has business experience
• Will have no more than 10-30 businesses for sale at any one time
• Offers you a minimum of 7-10 websites in their marketing package
• Has a clear process to screen buyers
• Charges appropriately. Being a Business Broker is a professional service, a broker may put 100-200 hours into selling your business
• Is someone you can work with. Get to know them. You need to trust each other.

 

6. Know your terminology 

 

Exclusive and Non-Exclusive Agency Agreements

An Agency Agreement formalises the particulars of the sale you are going to undertake and spells out your arrangement and the broker’s fees.

You can negotiate with your broker to have Open, Sole or Exclusive listings

Open Listing:

• You authorised the agent to act on your behalf and take you to market, but you are free to find your own buyer or appoint other agents at the same time
• You only pay that agent a commission on sale if the person who buys the business was specifically introduced to you by the broker
• The agreement period is usually open-ended until it is cancelled in writing
• Be wary of agents who automatically offer an OPEN listing

 

Sole Listing:

• You appoint one broker to the sale of your business, but you are free to seek your own buyer privately
• If you sell it privately, there is no commission payable to the broker unless the broker introduced the buyer to you
• The agreement period is usually open-ended until it is cancelled in writing

 

Exclusive Listing:

• Is the common way to start nearly all Agency Agreements 
• Has a set time period of usually 6-9 months (12 months is not uncommon)
• While under that agreement any sale of the business to anyone will result in a commission payment being made to the broker
• Post this period, the agreement automatically changes to OPEN until you cancel it in writing with the agent

 

Branded or Unbranded Marketing

There are three possible scenarios when advertising a business for sale.

 

SILENT LISTING

• Not advertised on any media platforms yet still incurs marketing administration fees 
• Involves a high level of direct engagement with strategic buyers and marketing via email, letters, calls and printed material 
• May be used to `test the water’ regarding selling

UNBRANDED LISTING

• By far the most common style of marketing, this does not detail the business name
• Marketed to attract an enquiry, but only those who complete a Non-Disclosure agreement will find out which business is actually for sale
• Commonly used in situations where staff or competitors are not to be made aware the business is on the market

BRANDED LISTING

• Used when the owner is not concerned about staff, customers, suppliers or anyone else knowing the business is on the market
• Buyers are more likely to enquire on a Branded Advertisement because they are already familiar with the business.

Due Diligence

 

Every buyer should undertake some form of due diligence prior to purchasing a business. This process covers everything they need to be comfortable to make an offer for your business.

Due Diligence items for a standard asset / business sale

All information is validated by the buyer, an associate, their accountant and/or other advisors, to give the buyer an overall understanding of the business. Additional information can be provided once a contract has been signed.

Once a sale contract is executed, the buyer is allowed a set time frame (normally two weeks from signing of the contract) to complete their due diligence. 

Significant issues arising during the Due Diligence process may result in renegotiation of contract prices and / or terms. If the vendor is not willing to negotiate the buyer may withdraw from the sale completely. 

 

Ensure you engage professionals to assist you if you are thinking of selling, or buying, a business.

 

Restraint of Trade

In terms of restraint, no buyer wants to find they are in competition with the vendor once the sale is complete. 

As a result, every sale contract will have a restraint of trade clause, with the time frame and area it applies to. 

You must consider the effects of a restraint of sale.