Here's a guide to ensure the process goes smoothly - and you get what you want
Growing a successful business requires a huge amount of time and energy, so when it comes time to sell, there are big decisions to make.
Carefully consider whether it is the best time to part with the company you’ve built up over many years. Has the business reached its full potential? Do you still love going to work each day?
Once you’ve done your due diligence and soul searching, if it is time to sell there are some essential steps that will help the sales process go as smoothly as possible and ensure you get what your business is worth.
Gather your advisors
Form a team consisting of a business broker, accountant, and a lawyer. They will become your core advisors to ensure you make all the right decisions to get the most out of the sale.
A purchaser will expect to review the financial and management accounts to help determine what it is willing to pay. Work with your accountant to make sure your books are current and in order. This will give you an understanding of the value of your business.
Decide whether to sell the business assets or the shares in the company prior to engaging in a transaction.
The purchaser generally prefers an asset sale because they can ‘cherry-pick’ the assets and liabilities they will acquire. Share sales tend to provide vendors with a cleaner break as they are not left with residual assets and liabilities to deal with.
The structure will also affect the tax implications of the transaction for each party.
Key contracts and assets
The purchaser expects to complete the sale with the benefit of the contracts that are vital to the operation of the business (e.g. a lease agreement), while the vendor wishes to ensure that contract obligations are successfully transferred to the purchaser.
Review key contracts and intellectual property assets prior to negotiations to ensure that they can be transferred to the purchaser. Ensuring intellectual property is registered and well protected will preserve its value in a sale. Reviewing these matters early will allow you to front foot any issues to make the process smoother (and cheaper) for all parties involved.
It is also important to understand your employment law obligations early in the process to ensure there is sufficient time to consult with employees as required.
The sale and purchase agreement
Don’t leave negotiating the sale and purchase agreement solely to your advisors. Be part of the process and have a say in what’s in and what’s out.
The agreement covers all the details of the sale including:
- Conditions the purchaser requires to be satisfied before it is committed (e.g. arranging finance)
- When and how the purchase price is payable (e.g. in one lump sum or in instalments over time)
- Warranties – promises given by the vendor about the condition of the company, which vendors aim to limit as much as possible
- A restraint of trade clause to stop the vendor setting up in competition with the purchaser after the sale
If you decide it is time to put your feet up, gather your advisors and make sure your house is in order to ensure a smooth sales process.
Haigh Lyon’s commercial team can assist with the sale of your business to help make sure you get the best from your hard-earned work. Contact Melinda Whyte on 09 985 2531 or @email or Raj Gurusinghe on 09 306 0629 or @email