Selling your business can be a fraught affair and things rarely go to plan so you must assemble a team of trusted professionals to help you through to completion. Don’t be tempted to think you can go it alone – especially if there’s a lot of money at stake – and don’t rush the process; it will take time to prepare your business for sale and to ensure that you get the price your business deserves and the outcome you want.
Your solicitor will advise you on the best way to value and sell your business so choose a professional who has a lot of experience in commercial sales and maintain a good relationship with them throughout to ensure your business is sold most efficiently. It’s crucial to take sound legal advice from the early stages of preparing your business for sale as this can have a big impact on how smoothly the sale proceeds, how much you receive and on any ongoing liability following completion.
Your solicitor will be involved in the nuts and bolts of the sale, including drafting the heads of terms and identifying if any approvals are needed to transfer leases to the new buyer. But they’ll also be able to protect your interests along the way by drafting a confidentiality agreement that will prevent potential buyers from disclosing any commercially sensitive information to which they become privy during their own investigations. They will also negotiate a limit to any post-sale indemnities and trading restrictions, as well as fielding requests for information during the process of due diligence.
A good accountant will help you get your financial house in order in preparation for sale. Buyers will normally ask to see at least three years of trading accounts plus profit and loss sheets and evidence of recurring business or forward contracts. Your accountant will help you gather the information you need to show your company in a good light and help you understand how your financial affairs are structures. They will also be able to advise on steps you could take to make your business more attractive to potential buyers
You may already your sale price in mind, but is this realistic? Accountants look at the business from an objective standpoint and will be able to help provide an accurate valuation. A business valuation report will be created, usually based on performance and compiled from a close analysis of either the company turnover, profits, assets or a combination of all three, depending on what is business-appropriate. The accountant will also be able to examine the buyer’s long-term strategy from the acquisition and look at whether they can really afford to go through with the deal.
Critical to maximising your position is getting your tax liability right; it can make all the difference to a successful deal. Before you start marketing your business for sale, you’ll need to decide on how you’d prefer to structure your deal; a good tax adviser will be able to help with this. You can choose to dispose of either the shares or the assets – each has its own tax implications. Without proper advice, it’s all too easy to end up transferring the assets of the business while still being responsible for all contracts that the business has entered into. This would leave a situation where you end up having to pay suppliers for goods and services rather than the buyer.
It pays to make your preparations before you start looking for a buyer. Entrepreneurs’ relief is a potentially valuable measure which, provided you satisfy the key conditions, reduces capital gains tax to 10% on the first £5m of ‘lifetime gains’ with the blessing of the taxman. It’s much better to qualify for this approved relief than have to undertake last-ditch tax planning that could be open to an HMRC challenge. A good tax adviser will be able to guide you through the tax implications of your sale and bring about the best possible result.