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Seller Negotiations & Issues - Continued Print E-mail
Seller Negotiations & Issues
(continued)

You can typically get a higher price if you are willing to finance a substantial portion of the purchase price. Request personal financial statements from the buyer. You want to see a buyer who has some experience with your industry or profession so they don't run the business into the ground before they can fully pay you. Also, the buyer should demonstrate financial staying power. If the buyer does not have the personal financial strength to make the payments to you and still cover living expenses, the buyer will probably not be around long enough to finish paying you.

Typical down payments to ask for range from 30% to 50% down. If the buyer is willing to pay all in cash at closing, you should expect to give a discount off the price.

Be careful on how you advertise the business. You don't want employees finding out until the day of the closing. Otherwise they may leave, and your business would suffer, thus costing you sales value and possibly some negative gossip around town. Meet prospective buyers out of the office or store. Let them visit to "kick the tires" only after hours, and only after you are sure that they are serious and capable of purchasing the company.

At the closing you want to make sure that the terms are fair to you. That should include a right to repossess the business if payments are more than 10 or 15 days late (since poorly managed businesses can lose value very rapidly). You should also allocate as much as possible of the purchase price to intangible items (non-compete agreement, goodwill, customer list, etc.). This caps your tax rate at a generally lower tax bracket than if you sold depreciable assets, since you would have to recapture the depreciation first at your marginal tax bracket.

Recognize that the buyer has the opposite incentive. A higher allocation to depreciable items allows a large first year write-off and faster (either 5 or 7 year) depreciation schedule, versus dragging out amortization of intangibles over 15 long years. You can make this election (an agreement of allocation between you and the buyer) on IRS form 8594.

It is common to offer a few months of "free" consultation to the new buyer to make sure he or she understands the nuances of personnel, marketing, operations, and other aspects of the business. This is in your best interest if you are financing the sale.

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