Topic overview

Selling your business

Hand holding rubber stamp saying For Sale

Selling your business can be a difficult and stressful process. Finding the right purchasers and negotiating the sale takes effort and careful attention. At the same time, you still have to continue managing the business, keeping employees motivated and avoiding upsetting customer relationships.

The right advisers can help manage the sale, providing specialist skills and keeping negotiations on track.

Your business disposal objectives

The first step to a successful sale is to establish a clear set of objectives. Typically, a retiring owner might want a clean break, selling the business outright in exchange for an immediate cash payment. But alternatives can be attractive to potential purchasers and may offer tax advantages. For example, you might be prepared to retain a stake in the business, accept a deferred payment based on future performance and continue to work for the company.

A quick sale may be important to you, or you may be prepared to hold out for a better price if necessary. The future of the business and its employees may also be important to you.

Understanding your objectives will help you decide what sort of business disposal best suits you. A trade sale to another business, typically in the same sector, is the most common exit route. Alternatives can include a management buy-out, passing the business to your family or floating your business.

Whichever route you decide on, you will have a range of responsibilities to complete before you can sell the business walk away.

Offering your business for sale

Your corporate finance adviser can help you prepare a brief sales memorandum, highlighting the key features of the business. This includes basic information on what the business does and key indicators such as turnover and profitability.

You should already have groomed the business for sale, so that you can present it in as attractive a light as possible:

  • improving planning and performance in all areas
  • making sure you have suitable contracts with employees and suppliers
  • resolving any outstanding disputes
  • tightening up your financing

Your adviser can also help you identify potential purchasers, circulating the sales memorandum to them to stimulate interest in your business. As these are often competitors, you may prefer not to reveal the identity of the business or any confidential information until a potential purchaser has indicated serious interest and signed a confidentiality agreement.

However, you should be prepared for information to leak out to employees, customers and suppliers. Plan how you will communicate with them yourself.

The marketing process aims to build a shortlist of interested parties, with competition amongst potential purchasers increasing the likely sale price. The ideal purchaser will be a good strategic fit and have the necessary financial strength to take over your business.

As a front runner emerges, you are likely to reach the main points of a deal in a signed heads of terms agreement. Key terms include what the purchaser is offering to buy, how the price will be calculated and the payment terms. At this stage, other interested buyers are kept in reserve while you try to finalise the deal.

Due diligence and sale negotiation

Before committing to the deal, the purchaser will want to carry out detailed due diligence checks into every aspect of your business. These will include looking at your accounts, contracts and so on.

While you don't have to volunteer information that will deter a purchaser, concealing important information or lying can open you up to a future claim. You'll be required to give warranties that the information you have provided is true, and asked for indemnities protecting the purchaser against specific risks such as unresolved lawsuits. You may also be asked to enter into related contracts such as an agreement not to compete with the business you are selling.

Depending on the form of your business, you may also have legal responsibilities towards your staff, HMRC and others on selling your business.

Careful negotiation can help limit your liabilities - without providing grounds to reduce the price - and steer the negotiation through to completion.

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