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Checklist and tips for selling a business

Question: How can I maximize the amount of cash I receive when I sell my business? 
Answer: Acquire every last after tax dollar and get paid in cash . 
Also, follow three critical steps before proceeding: 

1. Preplan the sale of your business. This should not be a spur of the moment decision. 
Rather, it should be well planned in advance. Though it is not possible to control the external environment, 
such as interest rates and strength of the economy, it is possible to plan for an orderly transition. 
Start thinking about some obvious sources for a potential buyer. For example, should an employee be 
groomed for possible succession? Might a good customer be interested in acquiring your business 
in the event of its sale?

2. Recognize the importance of finding the right buyer. Most businesses don't have a value that is set in stone. 
Instead they have a range of value. This means that different buyers will have different perceptions of the same 
business's value. It becomes important to pre-plan your confidential marketing effort to gain exposure to 
multiple buyers, especially synergistic buyers. Synergistic buyers are those individuals who, because of their location, 
complimentary customer base, financial resources or market position, can profit more from owning your 
business and are therefore willing to pay more. 


3. Consider getting professional help. Unless you have a background in taxes, legal issues and merger and 
acquisition work, you will probably unknowingly make a multitude of costly mistakes by trying to sell your 
business yourself. Those mistakes may cost you substantially more than any fees paid for competent professional 
assistance. Do some homework on various alternatives. Become informed by attending seminars regarding 
tax issues, estate planning, and so on. Ask your CPA or lawyer to recommend “general knowledge” seminars 
that might assist your learning curve.


Question: How do I legitimately minimize my tax obligations when I sell my business? 
Answer: Plan well in advance by reviewing your corporate structure on an ongoing basis. 
This will enable you to maximize the amount of proceeds you retain from your business's eventual sale. 
As one would expect, the tax rules make it difficult for any quick fixes that give rise to immediate benefits. 
Consider changes to structure now that may result in more favorable tax treatment when the business is 
sold in five or ten years. 
Start by getting up to speed on recent developments in the tax code. Chances are the code is very different 
today than when you bought or started your business. So sit down with your professional advisor and review 
your current business structure and its appropriateness for your business's eventual sale. 
For example, if you are structured as a corporation, the substantial difference to your after tax dollars on sale 
depends on whether you proceed with an “asset” sale or a “stock” sale. Selling the corporation's assets can 
result in proceeds being taxed at the corporate level as well as the individual level when the remaining proceeds 
are distributed to the stockholders. However, if the stockholders sell their stock, it is likely that capital gains 
provisions would apply. The difference this makes to retained proceeds can be enormous. 
Paying our share of taxes in the United States is an economic reality of life. Yet after tax dollars in the sale of a 
corporation can vary between 45 percent and 85 percent of the sales price based solely on tax structuring issues. 
The earlier you start planning for the sale of your business, the more likely you will be to minimize tax obligations. 

Question: When is the best time to sell your business? 
Answer: The best time to sell your business is determined through a careful consideration of the factors that can 
and cannot be controlled to maximize the amount of cash you receive. These factors include: 

Environmental/External Issues- Beyond our Control 

Low interest rates and a low inflation environment with plenty of liquidity and a buoyant economy create an ideal 
scenario for mergers and acquisitions. Clearly, we have enjoyed this scenario in the United States over the last few years. 
As a consequence, there has been a flurry of activity in corporate America as well as small business America . 
Well-run, sound businesses are selling relatively easily for nice multiples. Yet, as we all know, the economy goes in cycles. 
If the sale of your business is on the immediate horizon, then perhaps consideration should be given to bring the “sell” 
decision forward in order to take advantage of these robust conditions.

Internal Issues-Within our Control

A potential buyer is going to pay significantly more for a business that demonstrates a consistent track record of 
growing revenues and profitability. However, all too often a business is allowed to stagnate or even decline because 
the owners have taken their foot off the accelerator. Getting “burned out” and other health issues are probably the 
most often cited reason for a small business owner wanting to sell. This is understandable, but also often controllable. 
Recognize the warning signs and take whatever corrective action possible. Again, choosing to sell for a good price 
while the business is buoyant is far superior to forcing a sale because of health or other issues that have impacted 
revenues and reduced the business's value. 

Above all, think with the head and not with the heart. A decision to sell can be very difficult for a host of good reasons. 
Most small businesses don't have boards of directors holding management accountable. 
However, sometimes it is prudent to seek outside objective advice from respected confidantes or professionals. 
These individuals bring a fresh perspective and insight that will assist you in making good strategic 
decisions for the future of your business. 





About the author:
Steve fitzgerald writes about san diego business brokers. This firm has specialized in assisting owners of privately 
owned manufacturing, distribution and service businesses in selling their businesses. 
Learn more at http://www.acquisitionservicesgroup.com



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