or just thinking about it—we can help!
Through Florida Business Transfer Specialists, Inc/Murphy Business, we offer the following services:
- Business Sales/Purchases
- Franchise Sales
- Business Consulting
- Business Valuations
- Machinery and Equipment Appraisals
- Commercial Real Estate Services (when associated with businesses)
- Mergers and Acquisitions
- Buyers searches
- Exit Strategies
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However if a business owner is lucky enough to have the right insider interested to take over the business, there are ways to accomplish the transfer successfully. The right approach will also allow the current owner to get the well-deserved monetary reward. This may come under certain circumstances in the form of net proceeds at closing; more often though in such a transaction, it comes with some valuable consideration at closing along with seller’s financing. If only a percentage of the business is transferred, the steam of income can be generated by a combination of salary, consulting fees, and /or distribution. It can as well be a combination of the above – However the seller must have evaluated what he/she is willing to accept and understand the impact of the various options for all parties involved.
If the potential successor is a family member, it is mandatory to have an open discussion with that person, listen and observe for any lack of interest or objection. Business owners are strong-minded and optimistic per nature; they often take their dreams for reality. Also important is to be aware of the tax implications and IRS requirements in term of valuation. Gift tax may enter into play if the business is transferred at less than market value. If a note bears zero or very low interest it will also trigger tax consequences. A common mistake is transferring the business to more than one relative. Unless they get along perfectly well and share the same business philosophy, it is very difficult to make it work. It may also ruin future Holiday parties...
If the potential successor is a key-employee, homework must be done prior to discussing the transfer of the business. It is imperative to make sure this person is really interested as well as financially and otherwise capable to take ownership of the business. The approach will depend on many factors such as how much time is available, how strategic this person is for the business and how much is known about his/her family and financial status; a risk-adverse spouse or a spouse with gambling or spending problems, as an example, may be a main obstacle that will usually prevent an otherwise qualified individual to be able to acquire the business or manage it successfully in the future.
Is an open conversation the best way to address the situation? Not as the first step for sure! If the transaction doesn’t materialize, it may be difficult to deal with this employee in the future and it may reduce the chances to selling the business successfully to another buyer. You need to “test the water” first by asking questions in a casual way. It is always interesting to know about carrier plans, how the person sees the future of the business and their own contribution in its success and growth. It is also a good idea to chat about personal objectives. Is that individual saving any money for investment or is he/she only interested in spending? Does he/she have any interest in owning a business one day? What is he/she ready to give up to reaching this goal? Has that person demonstrated leadership and management qualifications?
In an annual review set-up it is also possible to ask what he/she would do under such and such hypothetical circumstances. Asking for suggestions on how to improve the company’s sales, products, services, etc. is another good way to test this employee’s real interest in the business and his/her capacity to lead it toward a bright future. Before the seller offers the business to any potential buyers it is imperative, not only to be pretty sure about his/her interest and capability, but also to be well prepared. Approaching a potential buyer – including family members and employees - without knowing how much the business is worth on the market, not having all the documentation presented in the right format, and not having an overall strategy is for sure a recipe for disaster. It may be very costly to try to save money by not asking for professional help. This help can be provided by a professional Business Intermediary/Business Broker who will be able to help with the coordination of all the resources and information needed in the process.
By knowing how the process works and what is reasonable to expect, the Business owner can negotiate with confidence while being considerate to the buyer’s point of view. Only “win-win” transactions usually close. The buyer must show commitment; I am a firm believer that a person must deserve what he/she gets to really appreciate it. He/she must be in the “driver seat” and ready to do whatever it takes to make the business successful. If the owner prefers (or have no other option than) financing the buyer – fine; however it should never be 100%. First, if the successor is not able to get any capital to acquire the business, it shows that he/she is not able to handle money or do not have enough reserves; in either case it puts the business at risk – the first slow-down in the economy and the business is gone – or the Seller will have to take it back… . Secondly being in business is not without challenges and rewards. The successor should not only be there for the “sunny days”. What is that person willing to sacrifice? If the person has sufficient net worth to own the business, there must be some assets they must be willing to let go to acquire the business. It must be a relatively high value – high enough that it will prevent giving up when times are difficult. The more it “hurts” the more chances this buyer will be successful – I can tell you from personal experience as a business owner and consultant as well. It is easy to keep everything safe, leaving all the risks with the seller. Unless the seller is willing to take back a run-down business in the future, Buyer commitment is a must.
There is also one option available that allows to transferring the business to all employees; It is called “Employee Stock Ownership Plans “(ESOP). It would be too complex to address in details here. Let’s just say it offers interesting tax and Estate Planning benefits for businesses that qualify. However the complexity, costs and restrictions associated with it limit its applicability to larger Businesses. Obtaining bank financing is also a consideration in today’s economy but the Business intermediary may be able to assist the buyer in obtaining some financing.
If you are fortunate enough to have a child sincerely interested and capable to take over the business, you are blessed. If you have a loyal and dedicated employee(s) willing and able to purchase it, you are really lucky. If you have neither of the above don’t worry; there are very good buyers out there possibly looking for a business just like yours.
To sell a Business, a professional Business Broker will do the following:
Validate a Realistic Sales Price: Probably the most important factor in selling. While Brokers substantiate the true value of the business, more importantly, they help prospective Buyers understand the reasons for such value and structure the sale for the maximum benefit of Buyer & Seller.
Prepare a Marketing Strategy: This includes preparing presentation documents, advertising and contacting potential Buyers. The larger the Network, the more chances a Business has to sell. All the marketing is done in a way to maintain confidentiality which is essential to protect the Business and maximize the sale potential. The Broker will also discuss the financing of the business and obtain lenders prequalification if possible.
Determine the right Buyer: To protect the Business, each Buyer must sign a confidentiality/disclosure agreement and provide financial as well as experience information prior to receiving a profile of the business. The Broker will also arrange Buyer/Seller meetings and will attend such meetings and provide expertise and assistance throughout the process.
Get an Offer with Earnest Money Deposit: Under normal circumstances, the Broker will present a written binding offer where all the conditions are spelled out and will review the terms and conditions with the Seller. The Broker will also assist Buyer with the financing, Leases, due diligence and with any other contingencies that need to be addressed. Being an Expert Negotiator, the Broker will anticipate the parties’ concerns and will use his or her experience to Counsel Buyer and Seller and help bringing solutions, remove road blocks and bring the transaction to a closing – Sales are almost doomed to fail when no competent intermediary is there to smooth out the process.
Celine Dufresne, CGMA, CMAI, Certified Value Builder, Broker, President Murphy Business / Florida Business Transfer Specialists, Inc.