Buy an existing business

If you get it right, there can be many good reasons why buying an existing business could make good business sense. Remember though, that you will be taking on the legacy of the previous business owner, and you need to be aware of every aspect of the business you're about to buy.

Before you make a decision to buy, you need to consider the advantages and disadvantages of buying an existing business.

Advantages of buying an existing business

• Some of the groundwork to get the business up and running will have been done.
• It may be easier to obtain finance as the business will have a proven track record.
• A market for the product or service will have already been demonstrated.
• There may be established customers, a reliable income, a reputation to capitalise and build on and a useful network of contacts.
• A business plan and marketing method should already be in place.
• Existing employees should have experience you can draw on.
• Many of the problems will have been discovered and solved already.

Disadvantages of buying an existing business

• You often need to invest a large amount up front, and will also have to budget for professional fees for solicitors, surveyors, accountants etc.
• You will probably also need several months' worth of working capital to assist with cashflow.
• If the business has been neglected you may need to invest quite a bit more on top of the purchase price to give it the best chance of success.
• You may need to honour or renegotiate any outstanding contracts the previous owner leaves in place.
• You also need to consider why the current owner is selling up and how this might impact the business and your taking it over.
• It's possible current staff may not be happy with a new boss, or the business might have been run badly and staff morale may be low.

Ideally any business you buy needs to fit your own skills, lifestyle and aspirations. Before you start looking, think about what you can bring to a business and what you'd like to get back.

List what is important to you. Look at your motivations and what you ultimately want to achieve.

It is useful to consider the following points.

Your capital

How much money do you have to invest?

Your expectations in terms of earning

What level of profit do you need to be looking for to accommodate your needs?

Your commitment

Are you prepared for all the hard work and money that you will need to put into the business to get it to succeed?

Your strengths and abilities

What kind of business opportunity will give you the chance to put your skills and experience to good use?

The business sector you're interested in

Learn as much as you can about your chosen industry so you can compare different businesses. It's important to take the time to talk to people already in similar businesses.

Online searches and your local library will also be good sources of information. Find out how to comply with all the regulations and licences that apply to your business sector in our licence finder.

Location

Don't restrict your search to your local area. Some businesses can be easily relocated.

There are several sources you can use to find details on businesses you may be interested in buying:

• Many national and local newspapers carry adverts for businesses and business premises for sale.
• Depending on what sector you're interested in, you could look in trade association journals, eg Retail Newsagent, British Baker and The Grocer.
• Some magazines specialise in buying and selling. These sources tend to be specific to certain kinds of businesses.
• Business brokers, transfer agents and corporate financiers all maintain lists of businesses for sale.
• Prepare a CV and information sheet about yourself and what you are looking for, your skillset and your ability to fund. Once prepared, circulate this to agents so that they can assist in matching a business with your requirements. This also shows the agent and their client that you are efficient, organised and serious.
• You can also use listings websites where you can search for businesses or place 'business wants' adverts, sometimes for free. You could also try searching on social media. 
• You could also use a business transfer agent or business broker. See business transfer agents and business brokers.

Valuing a business is an important part of buying an existing business.

There are several valuation methods you can use. For specific advice on valuation methods see value and market your business for sale.

Your accountant may be able to help you value the business, but a business transfer agent, business broker or corporate financier will be best qualified to provide valuation advice.

Determine how healthy the business is

To get a general idea of how healthy the business is, look at:

• the history of the business
• its current performance - sales, turnover, profit
• future projections or a business plan
• its financial situation - cashflow, debts, expenses, assets
• why the business is being sold
• any outstanding or major litigation the business is involved in
• any regulatory changes which might have an impact on the business

As part of your investigations, talk to the vendor and, if possible, the business' existing customers and suppliers. The vendor must be comfortable with you doing this and you must be sensitive to their position. Customer and suppliers may be able to give you information that affects your valuation, as well as information about market conditions affecting the business. Such research can also be done through Invest Northern Ireland's Business Information Centre.

Valuing intangible assets

The most difficult part is valuing the intangible assets. These are usually difficult to measure and could include:

• the company's reputation
• the relationship with suppliers
• the value of goodwill
• the value of licences
• patents or intellectual property

You should consider how the value of these assets could be affected if you decide to buy the business. Read more about business asset valuation.

Other considerations when valuing a business

The list below details other factors that will affect the value:

• stock
• location
• assets
• products
• debtors
• creditors
• suppliers
• employees
• premises
• competition
• benchmarking - what other businesses in the sector have sold for
• who else in the sector is for sale or on the market
• the economic climate - will any new government legislation have an impact on the business

Once you have considered all these factors you can then decide how much you want to offer, or whether you want to buy it at all.

Conducting due diligence

If you do decide to make an offer, and agree a price with the seller, a period of time is allowed for you to verify that all of the information you have been told is accurate. This is known as due diligence. See make sure a business is worth buying: due diligence.

If you are looking for a business to buy, some websites offer databases of business transfer agents and business brokers. These act in a similar way to estate agents - they are experts in valuing, marketing and selling businesses. They can help you find the right business and can also put you in touch with possible sources of finance.

When looking for a transfer agent ensure they are members of a trade organisation like the International Business Brokers Association (IBBA) or Propertymark. Members of such organisations are subject to a code of conduct and membership demonstrates that they possess the necessary professional skills, knowledge and experience.

If the business you want isn't available, do some research and don't be afraid to make an approach to a business owner. However, an unsolicited approach may take the vendor off guard. You should also be respectful of the vendor's need to safeguard confidentiality. A business broker, transfer agent or corporate financier will be able to help you find a business that may not be obviously for sale.

Also, don't forget word of mouth. Ask around among trade contacts, business associates, and at exhibitions and conferences.

Having done your research, you should verify the information you have been given about your prospective new business. Once an offer has been made and accepted a period of time is allowed for you to access its books and records. This is known as due diligence. It should give you a realistic picture of how the business is performing now and how it is likely to perform in the future. It should also highlight any issues or problems which might need warranting or guaranteeing.

Due diligence

There are traditionally three types of due diligence you should do. You might need different advisors for each:

• legal due diligence - as part of a sales and purchase contract, the lawyers can check that the business has legal title to sell, ownership of all the assets and that regulatory and litigation issues are fully addressed
• financial due diligence - checking the numbers and making sure there are no black holes or hidden financial issues
• commercial due diligence - finding out the business' place in the marketplace, checking competitors and the regulatory environment

When to begin due diligence

Don't start due diligence until you have agreed a price and terms with the seller. They may agree to take the business off the market during your investigation. This is known as an exclusivity period - and the seller will often ask for a down payment to secure it.

The investigation period is negotiable - but most small businesses need at least three to four weeks.

Where to get help

Ideally you should get accountants and solicitors to help you identify risk areas but, if it is registered with Companies House, you can also obtain copies of the company accounts, the annual return and the other key documents filed by your target business. Find and update company information service. 

What you should examine during due diligence

Due diligence is about much more than just the finances of a business. You need to come out of this period knowing exactly what you are getting into, what needs to be fixed, what it will cost to fix, and if you are the right person to take on this business.

Key areas to cover are:

• employment terms and conditions
• outstanding litigation
• major contracts and orders
• IT systems and other technology
• environmental issues
• commercial management including customer service, research and development, and marketing

Information sources

Dig as deeply as you can and use whatever documents are available. For instance, if you're looking at employee records, you could check out:

• payroll records
• staff files
• copies of pension and profit-sharing plans, plus financial statements, if relevant
• employment contracts
• the staff manual
• union contracts, if relevant

You may also need information from external sources such as the landlord, tax office or bank.

An organised approach will help you find and acquire the right business.

1. Get professional advice

Professional help is invaluable as you go through the negotiation, valuation and purchase process. See choose a solicitor for your business and choose an accountant for your business.

You can also access advice on buying a business through a business broker.

2. Do your research

Research the sector you're interested in, including the best time to buy, and shortlist two or three businesses.

3. Initial viewing and valuation

Be discreet - the owner may not want staff to know they are selling, but be thorough and record key findings.

4. Arrange finance

Lenders generally require:

• details of the business/sales particulars
• accounts for the last three years
• financial projections - if no accounts are available
• details of your personal assets and liabilities

There are several possible sources of finance you could consider. For specific advice, see bank finance, financing from friends and family and equity finance.

5. Make a formal offer

If you make your initial offer by phone, follow this up in writing. Head your letter subject to contract and include this phrase in all written communication.

6. Negotiate the deal

Before completing the sale, it may be worth trying to negotiate an overlap period so you have time to become familiar with the business before taking over.

You and your solicitor need to verify the information you have based your offer on. See make sure a business is worth buying: due diligence.

If you're buying premises, you may want to arrange an independent survey and valuation, even if a lender is also carrying out their own survey and valuation at your expense. Find a surveryor who specialises in commercial property.

7. Complete the sale

Even after you reach an agreement on the price and terms of sale, the deal could still fall through. You have to meet certain conditions of sale to complete, including:

• verification of financial statements
• transfer of leases
• transfer of contracts/licences
• transfer of finance
• transfer of existing or new VAT registration

There are regulations that govern what happens to employees when someone new takes over a business.

These apply to all employees when a business is transferred as a going concern, meaning employees automatically start working for the new owner under the same terms and conditions. For more information, see responsibilities to employees if you buy or sell a business.

Employment tribunal awards

When you buy an existing business, you might decide you need to employ fewer staff. But be careful about making any changes, as an employee might take a case to an employment tribunal for unfair dismissal or unfair selection for redundancy. It's best to consult a solicitor before making any such changes. For more information see dismissing employees and redundancy: the options.

Inform and consult employees

If you do want to discuss reducing employee numbers or reorganising staff, it's a good idea to do this once you have completed the due diligence period, but before you take over the business. As the new employer you should inform and consult all employees - including employee representatives - who may be affected. For more information see inform and consult your employees.

Pensions

Under the Transfer of Undertakings (Protection of Employment) (TUPE) legislation, pension rights were specifically excluded, but subsequent legislation has amended this situation and includes:

• if you buy a business which runs an occupational pension scheme for employees, you have to provide those employees with access to a pension scheme that meets certain minimum conditions
• if you buy a business from a public sector body, you must offer transferred employees an occupational pension provision that is broadly comparable to that offered by the public sector body

Read more on buying or selling a business with a pension scheme.