Selling Your Business
Collect business information. Ideally you should have three years Financials and current tangible asset list.
Value the business. The typical rule of thumb would be current fair market value of all tangible assets plus a goodwill factor equivalent to one year’s net cash flow. The valuation
is dependent on the type of business, amount of net cash flow, location and age of business, lease and/or franchise terms and conditions. Most reputable brokers will provide a
free market valuation without obligation.
List your business. Select an experienced business broker to list with. The majority of Realtor's do not specialize in business sales. Most reputable brokers will have you sign a
listing agreement which defines the commission to be charged upon the successful closing of sale and the length of time the agreement is to be in place, (typically six months).
Entertain Offers to Purchase. An offer to purchase will be presented to you by your listing agent and defines the following:
a. Business info
b. Vendor info
c. Purchaser info
d. Offer Amount including source breakdown
e. Closing date (date keys of business to be transferred)
f. Standard purchasing conditions
g. Purchaser’s additional conditions
h. Purchaser conditions removal date
The purchaser provides a 10% deposit cheque made out to the listing agents trust account. Once an offer is accepted then the cheque is deposited into listing agents trust
account and is 100% refundable until such time all purchaser conditions are removed by the purchaser at which time the deal becomes unconditional.
Accept, decline or counter the offer.
Once accepted by the vendor and signed by all parties and accompanied by defined schedules the Offer to Purchase becomes the Purchasing Contract.
Purchaser performs due diligence. This includes all up front work to be done in order to make the purchasing contract unconditional. Standard conditions would be satisfactory
verification of sales/revenue, satisfactory lease arrangements, satisfactory appraisal of assets, and review of contracts and business licenses. Some other conditions would be
franchise approval, liquor license, gaming license.
Purchaser removes conditions on or before date agreed to in Purchasing Contract or the deal becomes void and the purchaser’s deposit is returned in full to the purchaser by
the listing agent.
Inventory is taken at close of business the day before the closing date and any adjustments are forwarded to vendor’s lawyer.
On the Closing Date the keys are transferred and possession is taken. Vendor begins training purchaser as specified in the purchasing contract.
Vendor’s lawyer prepares Bill of Sale, collects and disperses funds.