Transition Your Business
Passing on a business is a major, life-changing event with many complex issues and often-difficult decisions. While it could result in family strife, if done well, it also has the potential to be a golden opportunity to realize business, family, legacy, and philanthropic goals after years of hard work and sacrifice.
Sell Your Business
Although it often happens with business owners, six months is most certainly not the ideal time frame for preparing to sell the business. The family should be thinking more about the planning, preparation, and implementation phase. Most brokers recommend at least two years of preparation before the business is listed.
Thinking about selling your business — or passing your business on to the next generation? As a business owner, there’s a bit more to it than going to Human Resources, declaring your retirement date, and waiting for the party to be thrown in your honor. You’ll need to declare a successor or sell your business. We’ll help you develop exit strategies, create a business valuation, sell your company, succession planning, and business acquisition. We provide strategic guidance to address your top business transitioning challenges:
- Pricing. How much is my business really worth?
- Confidentiality. If the word gets out that your business is on the market, it could adversely affect sales and your relationship with your staff. …
- Misrepresentation. …
- Failure to Pre-Qualify Buyers. …
- Taking a Hands-Off Approach. …
- Insufficient Preparation.
Transitioning to a Family Business
PREPARING TO PASS THE NEXT GENERATION
To be successful as both the company and the family grow, a family business must meet two intertwined challenges: achieving strong business performance and keeping the family committed to and capable of carrying on as the owner.
Five dimensions of activity must work well and in synchrony:
- Harmonious relations within the family and an understanding of how it should be involved with the business
- An ownership structure that provides sufficient capital for growth while allowing the family to control key parts of the business
- Strong governance of the company and a dynamic business portfolio
- Professional management of the family’s wealth
- Charitable foundations to promote family values across generations
Source: “The five attributes of enduring family businesses,” McKinsey & Company, 2010
TRANSITIONING BUSINESS INTERESTS
As you work to define your business concept clearly, we can also help you understand the necessary permits and licenses you may require and then connect you to the right agency to secure any necessary paperwork.
Selling Your Business to a 3rd Party Buyer
There’s nothing wrong with being confident that you will successfully sell your business at a good price–unless your confidence causes you to neglect activities that are necessary to make your sale a reality. Far too many sellers go into the selling process with the confidence that they will get top dollar for their business simply because they believe it’s worth it. In the real world, valuation is based on quantifiable criteria, not the owner’s personal estimation of worth. To avoid this mistake, get an objective third-party valuation, or visit online business-for-sale websites to see comparable businesses for sale early in the process. Once you’ve identified an appropriate valuation for your business, address the issues that could lead to increases in value.
POSITION YOUR BUSINESS FOR MAXIMUM VALUE
As a seller, you need to work on things that can make the company as attractive as possible. Much of that is internal work to get maximum value for the company. For many successful entrepreneurs, receiving an unexpected offer from a motivated buyer is not uncommon. It’s in your best interest to make your business appear as attractive as possible to outsiders, whether you’re planning to sell or not.
The first step is to review your financials. If you’re running expenses through the business that are more personal in nature or have outstanding loans to family members or other business partners, it’s important to resolve these issues before turning over the books to a potential buyer. You’ll also want to make sure your receivables are current and, if possible, your financial statements are prepared per Generally Accepted Accounting Principles (GAAP). If necessary, you might want to have an outside auditor review your financial statements to ensure accuracy.
CLEAN UP THE FINANCIAL STATEMENTS
In privately held businesses, expenses often are run through the business that really should not be, or loans to family members or other owners have never been paid back. Review your financials, Pre-liquidity planning for these situations and resolve them. Get your receivables as current as possible. Financial statements should be current and, to the extent possible, prepared per Generally Accepted Accounting Principles (GAAP). Determine whether it’s reasonable to have your financial statements audited by an accounting firm or, if auditing is too time-consuming and expensive, have your financials reviewed by an accounting firm.
Without proper financial planning, the sudden onset of wealth can be overwhelming. For many business owners, selling a business results in an unprecedented cash flow that should be prudently managed. The transition can become even more complex when your financial goals include passing on proceeds from family members’ sale. Fortunately, several tactics can be employed to help you and your family achieve your future financial goals.
For example, financial vehicles such as trusts can be utilized to minimize the tax impact of transferring equity or cash to a loved one. You’ll also want to consider the various options for structuring the sale and any long-term tax consequences before finalizing the transaction. By carefully considering these details in advance, you may find unique opportunities to maximize your long-term wealth potential and minimize your tax burden.
Legal, Taxes & HR
Legal, Taxes & HR
STRUCTURING THE SALE
There are many ways to structure a business. We will work with you to discuss the legal and tax benefits and drawbacks of different legal structures to find the one that will work best for your business.
If you are starting a business with someone else, we can help you navigate your partnership options. Guiding you through a draft outline of mutually desired outcomes and expectations, we will provide you with legal assistance resources required to finalize a mutually beneficial and fair partnership agreement.
LEVERAGING KEY EMPLOYEES
When you start signing the front of checks, your responsibilities to your employees and government and state agencies increase. We can teach you all government and state agencies involved in payroll employee reporting. We’ll also help with necessary insurance and tax requirements related to hiring employees and can provide you with contacts to remain updated with all employee compliance issues.
Once you are set up to pay your employees responsibly, we’ll help you set up a new hire checklist for all new employees, including all required documentation, as well as advice on job descriptions, employee manuals, and a compensation outline.
Verify that all human resource and hiring documents are up to date. Review with counsel all of your employment and consulting agreements, intellectual property agreements, and confidentiality and non-compete/restrictive agreements. The business may need to secure agreements with essential employees and key management. Documents on intellectual property (IP) are critical, says Lateef. “In a work-for-hire state, whatever employees develop for your company belongs to the company. The same is not true for independent contractors—make sure you have the appropriate IP assignment provisions in writing. Also, be aware that provisions you may have for nonsolicitation or noncompete after an employee leaves may be void in many states as a matter of public policy unless they are narrowly tailored to allow a company to protect their trade secrets proprietary information properly.
Accountants and financial consultants can play an invaluable role in helping you structure your deal and think about the tax consequences. Business appraisers can give you a great estimate of the value of your company, although many brokers and investment bankers will do this, as well.
Transactional lawyers (also called corporate lawyers) help with the due diligence (organizing and managing it if you are the seller) and preparing and negotiating the asset purchase agreement or stock purchase agreement, and all the ancillary documents, such as bills of sale, promissory notes, secretary and officer certificates and resolutions and meeting minutes of directors, shareholders, members and managers. You can grab a document from Rocket Lawyer or use a simple form from your broker. If the sale goes perfectly, that may turn out to be a good move and save you a couple of shekels. If there are any issues or questions later (businesses aren’t sold “as-is, buyer beware,” like couches), you will benefit from the customized services of an experienced M&A attorney.
We can also provide consultation on the Define, Measure, Analyze, Improve, Control process (DMAIC) and how it applies to your business. Lean identification and measurement tools are identified so you can map and analyze critically. We’ll then show you how data plans can refine defect measurements. We can also help you develop an action plan to implement and monitor efficiency improvements.