Successfully sell your business

Have you thought of using a transition plan when selling your business?  The process to sell a business is not quick and easy.  At the moment it is taking about 8 months to sell a business, if it sells.  This means the business is available for about 6 months.  The buyer and seller then complete negotiations on the purchase price including the terms of the deal.  The next main step is to start the due diligence and if both buyer and seller are still in agreement, escrow opens and then hopefully about 3 to 4 weeks later, escrow closes and the business moves from the seller to the buyer.

Even if the business closes escrow, almost without exception the buyer wants the seller to continue in an active role in the business in some capacity for a period of time.  The buyer wants time to meet and get to know the employees, set up arrangements with suppliers, put basic items in place like bank accounts, and a myriad of other items.  At the end of the day, however, it all needs to make sense for both the seller and the buyer and the best way to do that is to build a transition plan.

What is a transition plan?  A transition plan is generally a window of time of say 4 to 8 weeks that makes sure all the important and often taken for granted details of owning and operating the business successfully move from the seller to the buyer as quickly and smoothly as possible.

What should you include in the transition plan?  On my website I have a free document called a 127 point Business Transition Checklist.  It is meant to be comprehensive but not exhaustive as unique items apply to each type of business.  If you would like a copy of this document please click on the following link: http://www.rogersonbusinessservices.com/sell-or-buy-a-business-free-documents

A transition plan can overlap with an Exit Plan.  An exit plan is essentially a process for the business seller to exit the ownership of their business to manage the protection and eventual transfer of assets or stock in a proactive, tax efficient manner.  Essentially a business owner can have 5 types of assets.  These are Personal Property, Real Estate, Business Interests, Insurance Plans and Employee Benefits.

Personal property includes savings, stocks, bonds and personal effects.  Real estate includes both residential and commercial property.  Business interests include the business legal entity such as a corporation, partnership or LLC.  Insurance plans include life, health and annuities.  Employee benefits include pension, 401(k), IRA and stock options.

A quality Transition Plan is all about success.  Its ultimate goal is to ensure that the business and the owner move from actively owning the business to handing it off to its new owner.  The best analogy I like when a business transitions from the seller to the buyer is that it’s like juggling two snowflakes.  Every snowflake is unique because of temperature, the absence or inclusion of a piece of dirt, the number of water molecules, spins of electrons, hydrogen and oxygen etc.  So too is a business and its owner.  To preserve and maintain the business and protect its uniqueness it must be treated carefully and properly.  The same applies to the owner.  The owner can live without the business and the business can live without the owner as long as proper care and attention are given to each so when the next owner comes along with their uniqueness, like another snowflake, it has to make sure it can mesh with the business and both be successful.

Related articles

• Will 2012 Be the Year to Sell Your Small Business? (smallbiztrends.com)
• Sell a business with an exit plan (RogersonBusinessServices.com)

To sell a business with an exit plan is simply good business.  A business is a ball of energy, never sitting still but reacting and moving in different directions as the economy changes, new tools and innovations come to market, the stress and strain from competition and the ever changing demands of customers.  The challenge to succeed, feed their family, help and create happy customers and other individual motivations are what gets a business owner out of bed every morning.  It also includes the chance to do something different, learn something new, to see the rewards of hard work, to plant new ideas and watch them grow or to help someone do something they thought they may not be able to do.

If the business owner loses the hunger to learn, be the vision and leader of the business, it’s time for a change.  Because a business is so dynamic, it requires leadership.  If this doesn’t happen it will shrivel and die.  Capital, time and energy must keep moving otherwise it will slowly die and fade away.

If the business owner leading the business recognizes it is good business to plan for a change of ownership and therefore handle the change of ownership in a positive and proactive way.  If this is done, the chances of the business continuing to succeed are much greater and so are the chances of the owner getting the highest price possible.  There is a very simple reason for this.  The buyer of a business looks at and includes many things in their decision making process.  However, there are basically two ingredients, the cash flow the business generates and its potential to generate more cash flow in the future.  If either one is missing or it is unclear, the buyer will require a discount on the purchase price of the business and it will take longer to sell, if it sells.  If both are missing, it will be a business extremely difficult to sell as buyers will simply have other choices.

As the business owner works through their decision to sell the business, a critical component to help them sell successfully is to start to put into place what the business owner will move to after they sell the business.  It can be intriguing to watch older business owners’ work through the process of selling a business, handling all the negotiations and questions from the buyer and just prior to signing the documents to transfer ownership to the buyer, decide not to sell.  The reason they decide not to sell is because the appeal of cruising the world or playing golf 5 days a week or looking after the grandchildren all of a sudden doesn’t have the same appeal as going to work each day.  So a good exit plan for a business owner as its first priority is to make a clear strategy about what the business owner will do once they sell their business or what they going to move.

The next ingredient is to make sure a good team is in place to advise, guide and protect the sale of the business.  The team can include an accountant, business attorney, financial planner, lender and a business broker to market and handle all buyer inquiries about the business.  The most important ingredient to the business owner is trust.  If the business owner does not have a trusting relationship with any of the people on their team, they need to replace them.

Each business owner will have a different risk tolerance to different aspects of the transaction.  Many transactions only close if the seller agrees to provide some of the finance to close the transaction.  Third party lenders can bridge the gap between the buyer down payment and the seller note, but the seller has to be willing to be in a second position on the loan.

Each exit plan will differ for each business owner.  My golden rule is that when selling your business, put your feet in the shoes of the other party and see things from their perspective.  This is especially true for the buyer who has no history of the business, put down a sum of money they may never see again, take the emotional risk of not only being good enough to own and operate the business as well as the current owner, but learn as much as possible as quickly as possible or suffer the embarrassment of it all crashing down on them.

Related articles

• Business Owners Need An Exit Strategy (lawprofessors.typepad.com)
• Exit Planning – Leaving Your Business When You Want, To Whom You Want, With The Cash You Want (azbusinessresource.com)

Successfully sell your business

Why would you bother when selling your business to include a sales and marketing plan?  After all, the sales and marketing plan is a document that most business owners don’t have time to get around to put together.  I’m not sure why that is as it’s more important than the business plan and indeed complement it but more importantly, when the business owner wants to sell their business it can be the difference in the business selling or closing its doors.

Why is it more important than the business plan?  The business plan outlines the vision, strategic direction and business and financial goals of the business.  The sales and marketing plan breaks down the business plan to show how you are going to get there and the tactics to be used to attract the customers it needs.  Or more importantly, the sales and marketing plan is about growing the business and how to maximize the use of precious and limited resources including money, knowledge, expertise and most important of all; time.

The sales and marketing plan can be as complex and with as much detail as you wish to make it.  It can include strategies and tactics or a combination of both.  It’s important, though, that you understand how to use each idea and importantly, the results each strategy and tactic will bring to the business.  There is an old adage in business management: If you cannot measure it you cannot manage it.  There is also a famous quote that says “I’m convinced that 50% of my marketing is effective, I just can’t tell which 50%.”

Some of the key items you want to see in your sales and marketing plan includes a profile of your typical current customer, what percentage of business they bring, where they come from and how they found you.  If you are planning on growing the business by either more of the same type of customer or a different customer demographic, this needs to be defined, measured and made sure it makes good business sense to target.

Sales and marketing should always be seen as an investment and just like all other aspects of your business, needs to bring a return that you measure or you need to go and try something else or adjust your sales and marketing plan.

If you are looking for different sales and marketing tactics there is simply no shortage of them.  Here are a few suggestions.  Each one needs proper consideration and research to make sure it’s the right strategy for your business.  These tactics include simple things like your business cards, office letterhead and stationery, email signature, coupons or flyers as well as things like your website, blog, monthly electronic newsletter, networking, taking someone out to lunch once a week, social networking media such as Facebook, LinkedIn and Twitter.  Other strategies could include TV advertising, seminars to educate customers about your service, trade shows, hiring a Public Relations expert, joining local associations such as the Chambers of Commerce or other local business or trade association groups.

Just like your business plan, the sales and marketing plan needs to be a living and breathing document.  It needs to include projections and just as importantly, the results from any activities undertaken so you can tweak and constantly improve.

If you do not have a sales and marketing plan, spend a little time and get one started.  It’s always a Work In Progress so adapt and make changes based on successes and failures.  Because it’s a planning document, write one for a 12 month period, implement and measure it and then review in detail when you update the plan for the next 12 months.

Reviewing the sales and marketing plan towards the end of its time frame is important.  It can be easy to discontinue a strategy or tactic in the belief it’s not working.  However, there may be value in understanding what something did not work and then make some tweaks to try it again.

A sales and marketing plan is all about planning and measuring results.  The approach does not need to complex.  Not all business owners are good at sales and marketing so bring in the right professional help so this critical business need generates the right success the business needs.

Having a sales and marketing plan that shows the strategies and tactics of a business with their results can be a great selling tool to the business owner when they try to sell their business as this is one of the biggest challenges a buyer wants to know and manage and determine if they have the ability to buy and operate the business.

If you are considering selling your business, this link will provide a summary of the steps.  http://www.rogersonbusinessservices.com/docs/TheManyStepsToSellingABusiness.pdf

Whether we are a business or an individual we need to understand ‘our tax position.’ Perhaps you are a business owner who is thinking about selling your business?  You have been doing this for many years and you have made the decision to sell and move to something new.  You are probably burned out, have a concern about your health and decided to move to a bigger and better idea.  Congratulations!

So step one is the decision to sell.

What should step two be?

Step two is to make sure you have something to go to that’s better than what you’re currently doing.  If you’re burnt out and are thinking of selling but you go to all the trouble to find a buyer of the business, get their offer and all of a sudden realize you’d sooner continue what you’re doing rather than sit on a beach or play golf 4 days a week or whatever.  So step two is to make sure you are excited about what you’re going to move to.

If selling seems the best option, step three is to get a business valuation from an independent third party.  I can’t tell you how many business owners call me and explain why they think their business is worth a certain amount of money.  After asking a series of questions I have the problem of bursting their bubble.  So if you are serious about selling, get a third party valuation.  The valuation can be an opinion of value from a business broker, accountant or other professional.  It doesn’t require an in depth appraisal where the matter may go to a court such as for a divorce or partnership dispute.

The fourth step is to talk to your tax agent or hire a professional that can let you know how much you will get to keep once the buyer pays your negotiated purchase price.  Just because the buyer offers you $1,000,000 for your business it doesn’t mean that’s what you get to keep.  There is an issue called taxes that needs to be dealt with and it can get complicated.

There are many ways it can get complicated.  Complication one starts with the legal entity of the business.  Tax write offs and tax minimization are different for a Sole Proprietor or an LLC or an S Corp and especially a C Corp.

Complication two comes into play as the buyer wants to maximize the tax benefits from his perspective which often have a negative consequence to the seller.  This complication has to be resolved for the transaction to close through the Purchase Price Allocation process.

The Purchase Price Allocation comes into play when the total purchase price is broken down into items such as inventory, goodwill, fixtures, furniture and equipment, covenant not to compete, training and other categories available that vary according to the business being sold.

For the benefit of both the buyer and the seller, it is important to recognize that the deal can fall over if agreement is not reached on the Purchase Price Allocation as there are tax consequences to each party.  Furthermore, this piece of negotiation can arise after the first set of negotiations for the purchase price and terms of the deal.  If the purchase price and terms have been protracted and tough negotiations, working through the Purchase Price Allocation can open a new source of tension.  The key point here is that there must be willingness for each party to give on the Purchase Price Allocation.  If one party refuses to budge then the transaction will most likely die.

+Andrew Rogerson

When talking about good strategies to limit the amount of tax the owners or the business has to pay, there are three issues to consider.

The first issue, which tends to be the most obvious but also the most difficult, is to encourage business owners to take advantage of solid tax planning.  The demands of owning and operating a business especially during a difficult economy does not seem to provide a good Return On Investment for the time or money it may cost to find out the best direction to go.  By avoiding good tax planning can in turn mean the business pays more than its fair share of tax at both the business and personal level and that does not make a lot of sense.

Any good tax planning strategy and therefore the second issue to consider looks at the legal structure of the business.  With the wrong legal structure, the business owners or shareholders may fail to structure the business to reduce taxes but also protect both the business and personal assets.

The final issue, which generally gets little attention, is taking advantage of the tax code.  The goal of doing this is to minimize the tax exposure of the owner and to do this by understanding the implications through Estate Plans and any potential disasters this may cause the heirs following an event which incapacitates or involves a loss of life.

If these three issues make sense, one of the services we offer is a complete assessment of the business or a Business Assessment.

A part of the Business Assessment is to look at the impacts of tax both on the business and for the individual shareholders.  In this look, we use two perspectives; one for the everyday operation of the business and shareholder compensation, and secondly, the transactional tax implications at the time of sale or close of escrow.

Within the Business Assessment, we present a tax savings and exposure illustration to each individual shareholder demonstrating the amount of money, within a range; each party is overexposed or could save.  The range given is due to a variety of planning initiatives each party will have the choice to implement, choose all the initiatives and the savings will be at the top end of the range, choose some of the initiatives and the savings will be less.

The savings are broken down into three specific categories.  First, the one-time catastrophic savings put in place with asset protection and estate planning.  Secondly, a first year savings that focuses on taking advantage of opportunities in the tax code to provide shareholders with additional compensation, fringe benefits, and retirement funding.  Finally, a first five years savings which holds the complexities of all strategies possible compounded for a five year period.

If selling the business is an event that may happen within the next three years, the Business Assessment will break down the tax imperatives of a sale and allow a discussion to understand how to minimize the taxes to pay; specific to the current legal structure of the business.

It’s worth noting; even the transfer of ownership from a parent to a child has immense tax implications let alone the actual sale of the business.  The role of the Business Assessment is to demonstrate the exposure and savings range possible with the appropriate structuring of the transaction to sell or transfer the ownership of the business.

If you would like more information about a Business Assessment including a sample report, please give me a call on 916 570-2674 or send me an email; Andrew@rogersonbusinessservices.com

+Andrew Rogerson

The obvious question to ask when you plan to sell your business is “How much of the final purchase will I get to keep?”  That seems a very fair and reasonable question.

Unfortunately, it is not a quick and simple answer.  The buyer of your business will make a final decision to buy the business based on the maximum operational cash flow they can get from the deal.  The seller has a different agenda which is to maximize the amount of the purchase they get to keep after paying all taxes.

To help the seller understand the amount of tax they may have to pay and therefore understand how much they get to keep after they pay their taxes, there is value in answering a series of questions which allows the answers to reveal themselves.

Here is a series of questions to use so the seller of a business can understand what will impact the final amount they get to keep after they pay all taxes.  The questions are not exhaustive but will allow a business owner to have a discussion with their professional tax advisor.

1. How long, in months or years, do you plan to sell the business?
2. What value or price do you expect to get from the buyer of the business?
3. How much is the annual accumulated depreciation of the business?
4. What percentage of the business do you own?
5. If the business has sold, when did the transaction close?
6. Is the purchase price all cash, or if the seller is carrying a note, how much is it?
7. How much is the buyer down payment and is this being paid by cash?
8. What is the current market value of the different assets of the business?
9. What is the type of legal entity of the business? (C-Corp, S-Corp, LLC, Partnership, etc)
10. If the business was incorporated, what was the date?
1. If the business is incorporated, what type of corporation did it start initially? (C-Corp, S-Corp, LLC, Partnership, etc)
2. If the business changed its entity, to what type did it change?  (C-Corp to S-Corp or S Corp to C Corp.)
3. If the business changed its entity when was the effective date of the change?
11. Is the business selling as a Stock or Asset sale?
12. What is the total equity (basis) in the business?
13. If asset sale, projected sale price for assets?
14. What percentage from the proceeds of the sale of the business will be divided into the following categories:
    1. Cash                                        %
    2. Tax Free                                %
    3. Taxable                                  %
    4. Tax Deferred                        %
    5. Total                             100%
    6. How much as a lump sum in cash does the owner require when the business closes escrow?

As you can see, there are lots of questions.  Your tax professional should be able to assist and explain why each question is asked.  Alternatively, please give me a call on 916 570-2674 or email me at Andrew@RogersonBusinessServices.com and I can explain how I can assist with a tax and structuring analysis report that is specific to your business and your situation.

How do I minimize the tax I pay when I sell my business? You have made the decision to sell your business.  You have decided what you will move to once the business is sold.  You have a valuation so you know what your business is worth.  You’ve looked at the business with fresh eyes and have it looking good so when a buyer comes along they will like what they see.  As they say in the Classics, you are all dressed up and ready to go or as I like to call it, you are seller strong.  That is, you know where you are going and how you want to get there.

However, there is a final piece you need to know so you can maximize the value from selling your business and this is to understand how much tax you will have to pay.  This may seem like a waste of time and money but in fact it is the opposite; and here’s why.

If you find a qualified and motivated buyer you will move into reactive mode.  That is, the buyer wants to maximize the final purchase price they will negotiate so the business generates the maximum cash flow.

Conversely, your goal as the seller is to also maximize the amount of cash flow the business will generate to you personally and you will do this by minimizing the amount of tax you have to pay.

One of the documents both the buyer and seller will each have to complete prior to closing escrow is the Purchase Price Allocation or IRS Form 8594.  This document reports to the IRS the value of the total purchase price broken down into different classes of assets.  These different classes of assets attract different rates of tax and so ultimately affect the amount of tax the seller pays and therefore gets to keep.

To help the seller minimize the amount of tax they pay, one of the services we provide is a Tax and Structuring Analysis and Report.  The title is a little long winded but it includes the following:

1. Three different pricing and/or structuring scenarios and how they affect the seller.
2. A clear explanation of each scenario so the seller understands the outcome of each option.
3. A summary of how much tax would be paid by the business and at a personal level.
4. A summary of the taxes on both the tangible and intangible assets.
5. How the asset allocation should be done when completing IRS Form 8594.
6. An explanation of how much the seller gets to keep from the sale after all business and personal taxes are paid.

So what’s the value and benefits of getting a Tax and Structuring Analysis and Report?

In simple terms, the buyer, almost without exception makes the first offer and their focus is on the total purchase price with the conditions that are important to them.  Obviously the buyer does not know how much tax you will pay if you accept their offer so if the buyer’s offer is close to what you are willing to accept, your final counter is to say you will accept the offer as long as the buyer accepts your purchase price allocation.

If you would like some more information, please email me at Andrew@RogersonBusinessServices.com and I can explain how I can assist with a Tax and Structuring Analysis Report that is specific to your business and your situation.  If you would like to see a sample, click on the following link – Sample Tax and Structuring Report

If you are thinking of selling your small business, one of your first questions to answer is more than likely; where do I start?

One of your first starting points is to be clear exactly what you are selling.  This may seem obvious but many sellers think they will deal with it when they get an offer.  So let’s break this down and look a little more closely at it.

In simple terms, the two most important things to a buyer when looking to buy a business are current cash flow and potential.  From the buyer’s perspective, the cash flow is the fuel that feeds the business to pay the suppliers, employees, landlord, tax man, lenders and to keep the business going.  In addition, they need cash flow to feed their family, pay the mortgage, pay any loans and have something left over after all their work and capital investment in the business with a little in reserve in case something unexpected happens.

For the buyer to achieve the above, they need to purchase all the assets of the business, and, just as importantly, understand what each asset does and how it contributes to the cash flow and/or potential of the business.  As the seller of the business, it’s therefore important that you make it clear what those assets are and present them in the best possible light.  If this seems obvious, then I can tell you that it’s not.  It’s amazing to me how many business owners don’t truly understand what makes their business run and the need to keep it lean and mean so it operates at its full potential.  (Isn’t it funny how that word “potential” keeps popping up?)

So if you are thinking of selling your business, your immediate response to this question may have been “I am selling the business as a going concern on an ‘as is’ basis.”  This is perfectly fair.  But you need to do a little better than that.  And I’ll explain why later.

So we agree the business is up for sale.  When you have your first buyer meeting, the buyer will be absorbed in processing what they can see and assume they will buy with their purchase of your business.  The first thing to do is therefore remove any items that are not part of the purchase price.  If you have collectables such as paintings, antique cars or items that are personal to you and not needed to make the cash flow of the business, remove these now.

If the business has inventory, make sure the inventory is fresh and as useable as possible.  If a buyer sees a lot of old inventory with doubtful value, it will become a specific negotiating point in the transaction and may kill the deal.  If time is on your side, start selling the inventory to your customers even if it needs to be at a reduced price.  You are likely to get more from your customers than being forced to sell it as a discount as part of the purchase price to the buyer.

The next thing to do is make a list of all the Fixtures, Furniture and Equipment.  Hopefully this list is already in place as your accountant would be using this list as the depreciation schedule for your tax return.  If the list doesn’t exist, now’s the time to build it as when you are in escrow and are ready to sell the business, it is going to be necessary.  If the list is old, now is a good time to update it by making sure you still have everything and it is in good working order and condition.  If you can no longer find it, remove it from your list and talk to your accountant about writing it off for tax purposes.  If it’s still on the list but it no longer works, sell it or get rid of it to make the presentation of the business better and allow the items that are working and in good order stand out to the buyer.

If your business has Works In Progress, make sure you can easily arrive at a value for those items.  It will become a mandatory negotiating point in the transaction.

If you plan to sell your business, ask a family member, friend or neighbor you trust to look at your business and give their perspective.  When you are so close to owning and running your business it is not easy to see the wrinkles and warts that every business has.  My Golden Rule when either buying or selling a business is “See things from the other party’s perspective.”  This approach will keep you grounded and increase your chances of successfully selling.

If you have questions about selling your business send me an email to Andrew@RogersonBusinessServices.com

Not everyone will agree but I am sure it’s close to the truth that buying or selling a business is unlike anything else.  Here are four reasons.

First, the price to list a business for sale generally comes from a valuation.  The rules of a valuation come from the law and legal cases as well as the Internal Revenue Code and custom.  The price for most other items of value come from market comparables (for example, when valuing a house), looking up a book or some online site such as Kelly Blue Book (for cars) or results from eBay or some other online service (for any item.)  That is, there is no legal interference with the value of any of these items except a business.

Second, when advertising to find a buyer of these items, with the exception of a business there are no rules.  To be clearer, when selling any other item the owner wants the world to know it’s for sale.  The seller or their broker uses regular and established advertising channels including online web sites, newspaper or magazine advertising, family, friends and anything else to find a buyer.  Conversely, when selling a business, advertising is done using less familiar methods and in most cases, the advertising is obscure so family, friends, customers, employees, suppliers, landlords, lenders and others are not aware the business is for sale.

Third, when a buyer and a seller enter into negotiations for anything except the business, it’s generally very simplistic and does not need the involvement of third parties.  In contrast, negotiating a business often involves complex negotiations with sophisticated parties.  These parties can include lenders, landlords, attorneys, accountants, business intermediaries or business brokers as well as hidden support for buyers and sellers such as family and friends.

Fourth, when selling a business, to get the maximum price possible, normally involves a lot of work for an extended period of time.  The steps the seller takes includes trying to increase revenue, recasting the financial statements to arrive at an accurate and supportable discretionary earnings of the business and repairs and upgrades to make sure the business looks the best.  When selling most items, it’s easy to improve their appearance but with a business there is a limit on what the seller can do and the amount of time to do it.

When the buyer and seller reach a consensus on the main points of the negotiations, all agreements must be in writing.   One of the first items it defines is whether the business sale is an asset or stock sale with this single decision has many tax and legal implications.  Additionally, this one decision in itself, can set off a series of negotiations or at least, in-depth discussion and analysis by both parties.

In some business transactions, the negotiations can trigger a set of different valuations to support each parties position and whether or not the transaction ultimately closes.  For example, if the purchase includes real estate or a large number of physical assets or intangibles such as trademarks or copyrights or the business itself then there could be four valuations.  The first is a valuation of the commercial property, the second is a machinery and equipment appraisal, the third is an intellectual property appraisal and the fourth a business valuation.

Buying and selling a business is unquestionably complex.  The complexity can include the many and diversity of different assets.  Add to this the complexity of the emotions each party brings to the transaction plus the fact that it can sometimes take many months to finalize the deal.  In addition, other layers of complexity include ‘life’ events such as health, legal, family, finance and many other items that affect the final outcome.  For a willing buyer and willing seller to eventually close the transaction, it will require patience and clear communication and normally, the help of a good business broker and other team members.

If you have questions or would like more information, please feel free to call me on 916 570-2674 or email Andrew@RogersonBusinessServices.com

Over the years, the sale of many businesses includes a component of seller finance.  Since August 2008, a component of seller finance for privately held companies has become much more the norm as banks and third party lenders have been reluctant to lend.  It’s become important not only because the banks have reduced their amount of lending but also because the banks are now reluctant to loan as much of the purchase price.  For example, in previous years, if the buyer brought a down payment of 20 per cent the bank was willing to lend the remaining 80 per cent.

So the good old days are now behind us with the banks now preferring the buyer to bring a down payment of 20 per cent, the seller to carry a note of 20 per cent and the banks will then fund 60 per cent as long as the seller moves into second position.

This change of dynamics is making it difficult for sellers to decide if they really want to sell.  Many sellers are reluctant to carry a note because they are worried the buyer will not make that payment or the conditions of the bank or SBA loan may mean the seller only starts to receive loan payments 3 or 4 years after the transaction closes escrow.

There are downsides to seller finance but there are many upsides.  Let’s have a look at a few of them.

One of the main benefits to the seller agreeing to carry seller finance is that it delays the payment of taxes.  Selling a business at the close of escrow triggers a taxable event.  However, the tax is only due and payable when the seller receives the money.  For example, if the seller carries a note on $100,000 of the purchase price and the note is repayable at $20,000 per year for five years then the tax due is not payable until the seller receives the money each year.  And the basis of the rate of tax is on the applicable tax rate in that year; not the rate the seller pays when the business closes escrow.

A further benefit to the seller from seller finance is that the note provides a steady stream of income in the form of an annuity.  For many sellers this is attractive as they may be moving to their next venture and are yet to create a new steady stream of income.

Another benefit of seller finance is that it encourages the buyer that the seller believes in the business and with all the seller disclosures, the buyer has the ability to run the business effectively.  This morale boost can be important to buyers as they work through their decision making process.

In addition to the above, seller finance will generally pay interest on the seller note at a much higher rate that the seller can get by investing the money in a CD or some other form of interest bearing account.

When you bring all the above ideas together there is a compelling reason for the seller to fully understand Seller finance and how it would benefit the sale of a business.  In some cases, a seller may choose to get a sizable down payment from a qualified buyer and then carry a note for the rest of the purchase price.  Of course, if a seller was comfortable with this situation it would enable the deal to close escrow much quicker as the buyer does not need to apply to a third party lender for finance which can often be a 6 to 12 week process; if the loan request is approved.  At the moment, knowing a third party lender will approve a loan request is one of the biggest drawbacks affecting the closing of many business transactions.

As always, if you have questions about seller finance or more general questions about buying a business, please send an email to Andrew@RogersonBusinessServices.com