When is the Best Time to Think About Selling….Always!

The number of businesses being bought and sold across the board is robust and likely to remain that way through at least the end of the year and into the early part of 2023.  Labor force issues, continued inflation, an unwillingness to go through another systemic shock (i.e. pandemic, financial meltdown or just plain being worn out) and the impact of higher interest rates are all key contributors.  However, when you talk to a business owner and ask when they think about selling, typically they don’t have an answer or say that their kids will take over.

In my view the best time to think about selling your business starts when you open the doors and should be a part of your ongoing annual review and strategy.  Also, while your kids are a potential acquirer, they should not be your only option.  Strategic buyers, existing employees, investors and competitors can all be interested if you offer them something of value.

However, if any of them came knocking on your door and gave you a good offer, could you provide them with the needed due diligence materials in a short amount of time?  I argue that many out there could not and if that is the case, you are likely going to lose value on the transaction.

Below are some helpful ongoing maintenance items that any business owner should maintain for when that acquirer comes knocking:

1. At least three years (Income Statement, Balance Sheet, Cash Flow Statement)
2. Tax Returns – At least three years;
3. Real Estate Agreements – leases and amendments;
4. General Business Agreements – vendor contracts, client contracts, referral contracts;
5. Company Legal Documents – meeting minutes, by-laws (operating agreements) and amendments, buy-sell agreements, insurance;
6. Technology Agreements – websites, social media, cyber insurance; and
7. Employment Agreements – handbook, non-competes, employee contracts, offer letters

All of this may seem like a waste if you are a business owner because there are more important things to focus on like getting the next sale.  However, that is a mistake and could cost you in the end.  Check out some of the articles below for other helpful hints and the common theme of keeping your “house in order”:

• Thinking About Selling Your Business?  Beware of These Five Deal Killers – Forbes.com
• 8 Essential Things To Consider Before You Sell Your Business – Inc.com
• Here Are 6 Considerations When You’re Thinking of Selling Your Business – Entrepreneur.com

The good news is that you are not alone and help is out there from your professional service providers.  Your business accountant, attorney, financial advisor, advisory board or business mentors can all assist with the ongoing maintenance and updating of these business records.  It would be a shame to lose out on a potential sale because your records are poor.

A few things that may be of interest: 

• Supreme Court Update: Four Major Cases for the New Term (nfib.com)
• Economic Review: September 2022 – Silvercrest (silvercrestgroup.com)
• Raising the Curtain: The Next Act for Alternative Investments (eisneramper.com) (9/21 & 9/22)
• Tax Forum Complimentary Two Topic Webinar – Working Capital for M&A Transactions AND Becoming a More Agile and Effective Leader (on24.com) (9/24 1-2pm EST)

Helpful Resource Pages

• Knowledge Center (eisneramper.com)
• Trout CPA Blog | Tax & Business-Related Topics
• News & Analysis | Littler Mendelson P.C.
• Insights, Analysis & Perspectives for Your Business | RKL LLP (rklcpa.com)
• NFIB Research: Data and Trends Affecting Small Business Owners | NFIB
• The Tax Warrior Chronicles (taxwarriors.com)

As always, please don’t hesitate to email myself (jsanders@mpl-law.com), Andy Miller (amiller@mpl-law.com), Christian Miller (cmiller@mpl-law.com), Erik Spurlin (espurlin@mpl-law.com) or anyone in our office with questions or comments.  

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