Here are some tips to successfully sell your business.  Bear in mind that to sell your business successfully requires a lot of preparation, attention to detail and organization.  Most sellers badly underestimate both what they need to do and what to do if a qualified buyer comes along.

A good rule of thumb is that it takes about ten buyer inquiries to reach a potential buyer who has the qualification to buy the business.  There is not a shortage of buyers; there is a shortage of buyers who have the right industry and management experience, a good down payment and credit score and the most important ingredient of all, the motivation to move through the process to buy a business.  So if you find the right buyer, you need to have your “A” game ready so your business sells in the shortest time possible.

Here are 5 tips to help you prepare and be ready to sell your business.

1.  Assuming you know what the buyer wants

Buying a business is a unique experience; every transaction is unique.  If you meet a buyer with the right qualifications and assume you understand their needs, wants and motivations it is a bad practice as a smart buyer will not reveal their true motivations.

2.     Failing to understand the buyer’s objectives and needs

There is a big difference between assuming you know what the buyer wants and clearly understanding what the buyer wants to know from you.  The buyer has questions and needs and it will be their final decision as to whether or not this is the right business for them to buy.  If you can meet the criteria the buyer gives you…you are on your way even though the criteria may not ultimately be what the buyer says to you.  So listen and understand what the buyer wants to know and decide if it is the right time in the transaction to share it with them.

3.     Improper pre-sale planning and a lack of organization

There are so many steps to successfully sell a business.  Being organized and having all the right processes in place is a starting point to try and be successful.  This includes the legal forms and processes you want a buyer to sign such as a confidentiality agreement, buyer’s financial statement and buyer disclosure.

4.     Answering the question before the buyer asks

Be careful to understand the question and then provide the right answer.  You may be answering a different question than the buyer is asking…and that can be bad or very bad.  When you sell a business there can be great value in listening and answering as clearly and honestly as possible all the questions.  Too much information provides more questions, not enough information suggests something is being hidden.

5.     Allow the buyer to feel a sense of control

The standard practice is for all parties to try to control the process.  After all, if a deal does not eventuate each party feels they lost something even if it’s only their time.  Most deals collapse and the business does not sell because one party doesn’t understand what or why a question or process needs to happen at different points in the transaction.  Trust is one of the hardest components to create.

Selling a business requires a lot of patience, making sure it’s clear what you are selling, organization so you can respond to questions and requests for information while at the same time being alert to only answer questions at the appropriate time.

If you’d like more information on how to sell your business, you are welcome to sign up for my free monthly newsletter by clicking the following link Free monthly newsletter.  When you sign up you also get access to over 25 free documents to use when selling your business.

Only negotiate when selling or buying a business.  This may seem an unusual heading to an article but it now keeps happening too many times and I feel compelled to write about it.

There is no question that selling a business is difficult as there are so many items to consider.  Equally, buying a business is extremely difficult not the least because the buyer may not know the seller but more importantly to the buyer, because they are yet to fully understand how the business works and what has made it successful.

When you put these basic unknowns together and add the imprecise art of valuing a business, both the seller and the buyer understand there will be a negotiation on the final purchase price of the business.  What is intriguing from my perspective is that sellers and buyers can spend a lot of time and negotiating energy to purely focus on the purchase price, which is important as the seller does not want to take less than they think the business is worth and the buyer does not want to pay any more.

However, there are two things missing in this equation.  First, the terms of the deal are probably more important than the final purchase price.  Just as the final purchase price is emotional for both the seller and the buyer so too are the terms and conditions.  These emotions can go both ways.  For example, the seller may be willing to work for free for 4 weeks after the buyer owns the business and not get paid.  That is, the seller does not mind giving their time and emotionally does not feel they are giving up too much.  If you put a dollar value on it, it could be worth $2,000 to $20,000 depending on the equivalent salary the buyer would pay.  Additionally, having the seller work for four weeks and train the buyer instead of one or two weeks could be tremendous value as the buyer gets to absorb more knowledge from the owner.  There are many other examples such as the seller carrying a note as part of the purchase price for a lower rate of interest than a third party lender, the seller being willing to come back and work for three weeks in 6 months time so the buyer can take time off with their family, the seller stepping in to help the business if a key employee becomes sick.

The trend I am currently seeing is for the seller and the buyer to over negotiate every detail in the transaction.  The buyer feels they are doing the seller a favor by buying their company and as a result, should get every demand they make quickly and easily.  Conversely, the seller thinks the business is worth more than the buyer is offering and now that the recession is healing, the buyer is going to do so much better and therefore the seller wants to be paid for some of the success they think the buyer is going to enjoy.  The position of the buyer and the seller is not unreasonable however, if it gets to the point where it kills the deal, which is what I am seeing happen, then it makes no sense.

Another factor that effects the above is that the seller and buyer need to come to terms on the purchase price and terms of the deal.  Separate to this negotiation however, the buyer has to deal with negotiating with the landlord, the lender and if it involves a franchise, the franchisor.  The buyer may even have to negotiate with family and friends to borrow money to finance the initial purchase of the deal.

The bottom line in all this is that it is critical to understand what the word negotiation means.  According to one dictionary it says “a discussion set up or intended to produce a settlement or agreement.”  The key words are ‘settlement or agreement’ that is, both sides have to give and take or there will be no settlement or agreement.  To be clear, once one party demands too much the other party will quickly move to the same position and then neither party will get what they want.  Probably the most important component a buyer wants when they buy an existing business is goodwill.  In most business sales, the goodwill has the highest value.  For the buyer to maximize the goodwill they expect to receive from the seller, there is a need for both parties to negotiate in good faith and respectfully.  This also applies when the buyer has to negotiate with the other parties in the transaction, especially the landlord.

A landlord is completely separate from the business.  If the seller of the business has paid their rent on time and been a good tenant, the landlord does not want to see them go.  In most cases, there is nothing in it if the landlord approves or refuses to approve the buyer to take over the lease, that is, the landlord really does not care if the seller and buyer have agreed on the price and terms of the sale as it’s the landlords job to look after the landlords interests.  If they do not like the buyer they will not hesitate to deny the buyer a lease.

Negotiations can be tough.  Its fine to make negotiations tough.  If it gets to the point where the negotiations are no longer “a discussion set up or intended to produce a settlement or agreement” then neither the seller or buyer will end up with what they want.  Animal instincts such as the need to win, be right or pay a fair price can derail a successful business transaction.  Understand your personality and the strengths and weaknesses you bring to a negotiation and just as importantly, understand what is important to the other party.  The chances of success have just then improved.

If you are thinking about selling your business and would like to know its value, please email me at Andrew@RogersonBusinessServices.com and I can put together a Brokers Opinion of Value for you.  If you would like to see a sample document, click the following link:  http://www.rogersonbusinessservices.com/services/selling-a-business

Related articles

• Negotiating for Wimps (inc.com)

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)

The life blood of what we do as human beings and the glue that keeps us all together as a society whether at a local, regional, national or indeed international level is the ability to communicate with one another.  Many times that communication breaks down and many times this leads to negative consequences.  All entrepreneurs are familiar with a Business Plan and a Sales and Marketing Plan but not everyone has heard of a Communication plan.  So what is a Communication plan?

A Communication plan is an attempt to standardize the message that goes out from the business to its customers.  It complements and dovetails with a Business Plan and Sales and Marketing Plan.  In some instances there can be an overlap but essentially it includes all written, spoken and electronic communications.

Some of the ingredients of a good Communication plan include the brand of the business.  The brand, with no more than a graphic or a word defines the company.  Think of ‘Google’ and its colors.  I expect you would have trouble remembering what letter of the alphabet belongs to each color but there is no mistaking what the word ‘Google’ means.  Similarly, the word ‘Coke’.  As soon as you read the word ‘Coke’ the color red comes to mind.  So one of the first things to consider in your Communication plan is the brand and how you want it perceived by the market.

Many business owners choose to hire a graphic artist, brand or image consultant.  They look at things such as the business name, colors, logos, graphics and other items so that there is a consistent look and feel.  Large corporations spend a lot of money getting this right as it quickly represents the company.  Consider BP, Subway, Macy’s, United Airlines, FedEx, HP, AT&T and Edward Jones to name a few.

A good way to build a Communication plan is around objectives.  For example, it could include excellent customer service, customer retention or loyalty, how to touch each customer be it through a monthly newsletter, email or telephone call.  It obviously includes bringing the employees of the business together so they understand any objectives and understand their role of that communication.

Another suggestion includes identifying what tools you will use to communicate to your customers.  For example, it can be your website and blog as well as newspaper advertising, magazine ads, posters and even things such as report covers.  There is no shortage of ideas.

It’s also important to establish a timetable especially where it includes goals and objectives.  The current work environment is overwhelming and requires prioritization; especially if it involves employees or hiring outside help.

Finally, the Communication plan should include measurable results.  You can collect these results on a daily, weekly or monthly basis.  It is then important to review the results on a monthly basis and then communicate back to your employees or team so they know what they are doing is effective, or it is not effective, what needs to change to achieve the right results.  A final annual report then needs to be provided so it’s archived but available to review each year.

If you would like some free documents to help you sell, buy or operate your business, click the following link:  http://www.rogersonbusinessservices.com/sell-or-buy-a-business-free-documents

You can then get access to 25 free documents including templates to create a business plan, cash flow projection, break even analysis, competitive analysis, bank loan request forms and more.

Buying or selling a business is a complex matter.  There is no question about it.  The complexities start from the moment a buyer and seller start interacting.  These include, for example, the buyer not having any history or knowledge about the operation of the business and so have to rely entirely on the representations of the seller.  Conversely, the seller lives and breathes the business, knows its ups and downs as well as its strengths and weaknesses.  My Golden Rule when assisting with a business transaction is for each party to put their feet in the shoes of the other party.  In other words, the seller should see things from the buyer’s perspective and the buyer should see things from the seller’s perspective.

A key way this would help the business owner run the business would be if they use a Management plan.  What you may ask is a Management plan?

From my perspective, a Management plan is where all the critical areas of a business are summarized so if the owner of the business wins the lottery and never wants to work another day in their life in the business and not come to work tomorrow, the business will survive and grow.  This plan then becomes a critical document when the owner wants to sell as they can provide it to the buyer of the business.

What are some things to include in the Management plan?  At a minimum the Management plan needs to include a summary of key business information.  This includes the following:

1. A current and monthly updated summary of all the employees in the business.  The rule should be that if any employee needs to be contacted, their information should be available in less than one minute.  This information needs to include emergency contacts of each employee, if they are willing to provide it and your State government agency allows you to collect it.
2. A current and monthly updated summary of all suppliers.  All suppliers may be too much but at least the suppliers that supply any critical materials or provide more than 5% of the company materials.
3. A current and monthly updated summary of all business support services such as the CPA, attorney(s), financial planner(s), landlord, lenders, government agencies in case any are needed urgently.
4. A critical document that would help any buyer is seeing the business Training Manual.  Again this document should be kept up to date and break down each of the current positions of the business.  If the business doesn’t currently have this document, start creating it.  It’s very easy to do.  Have the current person encumbered with that job write down what they do.  This is then presented to another member of the business with the instruction to execute what’s provided.  If they can do it then the job is done.  If they can’t, it goes back to the person who wrote it for re-writing.  If some employees don’t want to write the document as they are concerned they will be let go because anyone now knows how to do their job, hire a student from a local college to come and write things up or hire a technical writer.
5. In addition to the Training manual, put together an Operations manual.  Michael Gerber is the master of written procedures.  He’s written numerous books including The E Myth and The E Myth Revisited.  Very simply, Michael Gerber believes that being a true entrepreneur is being able to take an idea and break it down and put it in writing to the point where each person in the business clearly knows what they need to do to collectively make the business successful.

This is the purpose of the Operations manual; to clearly state the business process to achieve an outcome.  Would you like an example?  Let’s go with the example of a fast food restaurant that sells hamburgers.  Let’s choose the person that makes the fries.  The Operations manual would break down each step of that process.  It starts with where to get the fries, what to do when the quantity of fries in the storage area gets to a critical point and what to do to order more; what temperature they should be stored.  The next steps would detail what temperature the oil needs to be to cook the fries, for how long and in what container.  Now detail what to do with the fries when they are ready, how much salt to add and in what container to place the cooked fries.  Now the next step is to record where the containers are stored and what to do when you reach a minimum threshold?  You can do this in more detail but the beauty is that once this is done, it only needs to be checked say monthly and now on a consistent basis you can cook and deliver the best fries in the world.

It may seem like a lot of work putting these things together.  These suggestions are the tip of the iceberg.  What else can you document to make your business easier to operate?  Using technology can make doing this so much easier.  And remember to make sure you have a backup so all your hard work is not lost.

The most important reason to do this is that by creating this Management plan, your business will be of more interest to the right business buyer.  In real estate, there is a rule called the principle of comparison.  In simple terms it says that when a buyer is looking to buy a house, they will buy the best option not only on price, but also comparing it to other houses for sale in that area.  If the buyer wants a 3 bedroom, 2 car garage, 2 bath house in a specific school district and they have 3 to choose from, they will not necessarily make their final decision on price.  For example, a specific feature such as whether it has a swimming pool.  The bottom line is that a strong and clearly laid out Management plan adds value to a business for sale and could be the difference between a buyer choosing your business they compare to another.

If you are thinking about selling your business and would like to know its value, please give me a call on 916 570-2674 or email me at Andrew@RogersonBusinessServices.com and I can put together a Brokers Opinion of Value for you.  If you would like to see a sample document, click the following link:  http://www.rogersonbusinessservices.com/services/selling-a-business

Everyone is familiar with the Christmas song, The 12 Days of Christmas.  Without going into every verse of the song, the carol works forward with the first day of Christmas being a partridge in a pear tree, the second day of Christmas two turtle doves and so on.  The song is full of optimism and hope that the giver and receivers of the gifts will be thankful for life, the opportunity to share and hope for the future.

From researching the origins of the song, I came across something interesting.   One of the articles I read suggests the 12 days of Christmas is not about the 12 days prior to Christmas but in fact, the 12 days from Christmas until the beginning of Epiphany which begins on January 06.  When I thought further about this, it naturally combined with another favorite thing we do during the Holiday Season and that is to make New Year’s Resolutions.

New Year’s Resolutions are a powerful opportunity as they allow us to do three separate things.  First, look back at our experiences of the last year and decide if it’s been a good year and what we could have done differently.  Because it puts us in the mood, we also tend to go back and look at more than just the last year but initially the last couple of years and decide whether or not it has been good.  Once we start doing that, we obviously look back at our life and decide what we like and what we wish we could do differently.

Our next reflection tends to move to the present where we look at our life and what we now have.  We reflect on our family and friends and how important they are to us.  We also look at whatever means we use to sustain ourselves and put a roof over our heads, the food on the table, the clothes we wear and the myriad of other things that allow us to live our life.

This then brings us to the final reflection and probably the most exciting and powerful opportunity of all and that is to look ahead and decide what changes we’d like to make to build and enhance our life and our immediate loved ones.  This reflection, for obvious reasons, takes us to both our job and what we are currently doing or, if we own a business, how that business is performing.  Regardless of whether we have or do not have a job or own a business, it is the time to ask some questions.  These questions include whether or not what I am doing is worthwhile and fulfilling, whether it produces the income I need to live the life that I want, what changes I want to make to achieve the personal, financial and emotional goals I’ve set for myself.

So the point of this article is a couple of things.  As you embrace the Holiday Season, enjoy it as it is a special time and I wish you nothing but peace and goodwill.  If your time allows, sit down and meaningfully decide on your New Year’s resolutions.    If your New Year’s resolutions are likely to include either buying or selling a business you may want to consider a thoughtful and logical approach.

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

If you would like more information then this link will allow you to buy and download a copy of my book Successfully Sell Your Business.  http://www.rogersonbusinessservices.com/book-successfully-sell-your-business

If buying a business is an option you are considering, this link will provide a simple summary of the steps.  http://www.rogersonbusinessservices.com/docs/TheManyStepsToBuyingABusiness.pdf

If you would like more information then this link will allow you to buy and download a copy of my book Successfully Buy Your Business.  http://www.rogersonbusinessservices.com/book-successfully-buy-your-business

Intellectual Property can sneak up on some businesses as it may start from a “good idea” that helps the business survive then gradually become an integral part of the business and later become a critical part of its existence. Interestingly, Intellectual Property also comes in many shapes and sizes. A business owner therefore needs to recognize these different shapes and sizes so if they choose to sell their business, they have the right legal protection in place that protects an intellectual property asset and therefore rightly earns the owner the amount it is worth.

So what are the different types of intellectual property? The IRS recognizes the following when they are part of a business transaction.

• Patents
• Computer Software
• Trademarks
• Recipes
• Engineering Designs
• Copyright resale
• Trade Secrets
• Architectural Designs

The bottom line is that intellectual property carries both legal and tax implications. An attorney is the expert to engage to understand and obtain the necessary legal protection. Not all attorneys have the necessary knowledge, so if this is an important component of your business, you may want help from an attorney who understands and specializes in intellectual property law.

Similarly, the tax treatment of intellectual property when a business is being bought or sold requires research to arrive at the right position and this is best provided by a CPA or similar tax professional. That is, the tax treatment for a patent may be different for a copyright which may be different for computer software etc.

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