Preparing your business for sale
In this guide:
- Get ready to sell your business
- Preparing your business for sale
- Meetings with potential buyers for your business
- Assess offers to buy your business
- Your responsibilities and liabilities when selling your business
- Choosing and negotiating with a buyer for your business
- Undergoing due diligence when selling your business
Preparing your business for sale
Steps to follow in order to successfully sell your business.
When selling your business there are several stages that need to be completed in order to achieve a successful outcome.
Typical steps include:
- valuing your business
- preparing your business for sale, including taking steps to increase its value
- taking early tax advice to highlight issues which might affect your deal later - vital if you want to minimise the tax burden
- identifying potential buyers
- marketing your business
- meeting and negotiating with potential buyers
- completing legal due diligence with the buyer
- finalising the sale agreement and transferring ownership
Maximising the value of your business
In order to maximise the value of your business, it is worth spending some time prior to the sale getting your business into shape. This could include cutting costs, reducing debts and reducing excess stock to get your finances into good order.
Potential buyers are also likely to require detailed financial information, including audited accounts and forecasts before they will consider making an offer. You can help make the whole sales process smoother by preparing this information in advance. See preparing to sell your business.
Valuing your business
There are several methods of valuing your business. It is advisable to seek specialist help from your accountant or a corporate adviser. They will be able to advise you on an appropriate valuation method and help you get a realistic valuation. They will also be able to help you identify and market your business to potential buyers. See value and market your business for sale.
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Meetings with potential buyers for your business
How to prepare for and conduct negotiations with prospective purchasers of your business.
Once you have identified potential buyers for your business, the next step is to gauge their interest by holding initial meetings with them. The approach you take towards negotiating with potential buyers is crucial.
The aim is to build a relationship with possible buyers and discuss some of the key issues your business faces.
If you haven't done so already, you should ask your legal adviser to draw up a non-disclosure agreement for prospective buyers to sign. This ensures details of your business remain confidential. See non-disclosure agreements.
After this it may be appropriate to allow serious buyers to look round your premises. This could help to accelerate the sales process - though you may prefer to wait until you have received indicative offers before you do this as confidentiality is vital and you may want to avoid giving away too much information at this stage.
Financial information
To allow potential buyers to make an indicative offer for your business you'll need to provide them with accurate financial information, including final or audited accounts where relevant and forecasts for the year ahead.
Clearly, releasing commercially sensitive financial data - possibly even to a competitor - is a worry. Ask your advisers how best to go about this in order to maintain a level of confidentiality.
It might also be worth providing potential buyers with a valuation of your business drawn up with your advisers. This will give them an idea of what you're expecting. See value and market your business for sale.
Invite written indicative offers
After your initial meetings, you should whittle down the field by inviting buyers to make written indicative offers which include:
- the price they're prepared to pay
- how they plan to structure the deal
- proposed timetable for completion of the deal
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Assess offers to buy your business
How to assess offers for your business and understand the implications of the deal structure.
Price is just one factor to consider when weighing up offers for a business. For example, the potential buyer's proposed timetable for completing the deal is important - as a drawn-out sale could be damaging to your business.
Proof of finance
You also need to be sure the prospective buyer can meet the price they're offering. The offer will be worthless if they can't finance it. Examine what proof of financial backing they have - this could include mortgage or loan agreements, share certificates or evidence of personal savings.
Payment options for selling your business
Consider how the deal will be structured. A one-off cash payment may be the most appealing option, but it's possible you'll have to accept some form of deferred payment. An upfront payment may not be the most tax-efficient option, either.
You may be offered a combination of cash and shares in the purchaser's business. But it's really only worth accepting shares if they're in a quoted company. Your buyer might also prevent you from selling your shares for some time.
If you are offered deferred payments, establish whether or not they are guaranteed. Buyers may want to lessen their risk by making future payments based on the business' future performance - known as an earn-out.
While earn-outs may increase the final amount you receive, there are inherent risks and you may not receive as much as you expect. Continued management involvement can enable you to influence the meeting of the performance targets. But you may decide that you no longer wish to be involved in the business once you have sold it.
Tax issues when selling your business
Remember that you're likely to have to pay Capital Gains Tax on the sale of your business. Speak to your accountant to discuss how you can minimise your liabilities for Capital Gains Tax and make the most of the reliefs available.
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Your responsibilities and liabilities when selling your business
The warranties and indemnities you may have to provide to buyers; protecting your employees.
A key part of any offer will be the responsibility you have to take on for any business liabilities such as employees, outstanding debts, tax and VAT obligations.
It's likely that your buyer will ask you to provide them with reassurance about what they've bought and protection against future liabilities in the shape of warranties and indemnities.
Warranties
Warranties provide legal confirmation that certain facts relating to the sale of the business are accurate. For example, you might have to guarantee that financial information you have shown to the buyer is accurate and that the assets you claim to own exist. The buyer may be able to claim against you if the information is later found to be incorrect.
Indemnities
Indemnities are promises to reimburse the buyer for any losses resulting from specified future events. For example, you may have to indemnify the buyer against any penalties resulting from tax or VAT inspections into accounts drawn up before they took over the business.
Giving these commitments may help you get a higher price. But you need to clarify exactly what you stand to lose. Before you agree any warranties and indemnities they should always be scrutinised by your team of advisers. See hire professional services.
Responsibilities to staff
You may also want to consider how a deal will affect your employees - you may want to come to an agreement that there will be no redundancies for a set period, for example. You should also check your legal responsibilities to staff under the Transfer of Undertakings (Protection of Employment) Regulations (TUPE). See responsibilities to employees if you buy or sell a business.
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Choosing and negotiating with a buyer for your business
Selecting the right buyer for your business, conducting negotiations and drawing up Heads of Terms.
Once you understand all the offers on the table you can narrow down the field and start negotiating with your short-listed potential buyers. Your adviser can lead the discussions and provide you with advice at every step. See hire professional services.
Once you have identified your preferred buyer it's essential to develop a relationship based on trust. Only discuss the deal with this candidate and don't try to negotiate better terms at this stage. It's important you understand any offer before accepting it, particularly any liabilities you will be taking on.
Create a written agreement
You then need to agree Heads of Terms with the buyer - sometimes known as a 'letter of intent' or 'Heads of Agreement'. This is a document setting out the key points of the deal. For example, what the buyer has agreed to buy (eg shares or assets), the payment structure (ie how and when they will pay), who will pay the costs, a list of assets, details of contracts and responsibilities to employees. See hire professional services.
It acts as a written record of the key features of your agreement which can be used to brief your solicitors or accountants. It may also provide an exclusivity period during which you are not allowed to negotiate with anyone else. Your professional advisers will help you draw this up.
Parts of the document may be legally binding - it might set out responsibility for the payment of legal fees if one party pulls out, for example. See understanding contracts when buying or selling a business.
You should also inform other interested parties when you have done this.
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Undergoing due diligence when selling your business
Allowing your buyer to check the claims you have made, and completing the sale agreement.
Once initial sale terms are agreed your buyer will review commercial aspects of your business - such as contracts, staff and key customers - to ensure the claims you have made about the business are accurate. This process is known as due diligence.
Don't start due diligence until you have agreed a price and terms with the buyer. The investigation period is negotiable and normally runs simultaneously with the legal process as the two are linked, although all sales are different. The process can be speeded up if you and your staff are as co-operative as possible.
Your buyer and their advisers will probably need to spend some time at your business' premises reviewing original documentation, but try to ensure as much work as possible is carried out off-site. The process must be controlled to guard against it being used as an excuse for renegotiating the deal.
What does due diligence cover?
The due diligence process is likely to cover:
- the business' past and forecast financial performance
- accounts
- valuation of property and other assets
- legal and tax compliance
- any outstanding legal action against the business
- major customer contracts
- intellectual property protection
The final sale agreement
As the due diligence process nears its conclusion you and your advisers should finalise the sale agreement. This will contain the exact details of the sale, much of which should have been outlined in the heads of terms. There will have been compromise on both sides to obtain a final document that is acceptable. But you should maintain a dialogue with all parties to ensure the final agreement is acceptable and contains no hidden surprises about your future liabilities.
Your advisers should ensure you fully understand the terms of the agreement you are signing and the full extent of any indemnities and warranties you have agreed to. See understanding contracts when buying or selling a business.
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Business exit strategy: close your business
In this guide:
- Consider your exit strategy when starting up a business
- Advantages of having an exit strategy for your business
- Exit strategy: key considerations when starting a business
- Business exit strategy: family succession
- Business exit strategy: selling your business
- Business exit strategy: float your business on the stock market
- Business exit strategy: close your business
- Business exit strategy: the exit process
Advantages of having an exit strategy for your business
How planning your exit helps you get your business in shape and helps you realise the maximum value from it.
If you're setting up a new business you'll have a clear vision of what you want to achieve from it. To maximise the value you get from the business it's essential to think about how you'll leave it further down the line.
Benefits of an exit strategy
Carefully planning your exit from the business can help you to:
- mould your business into the ideal shape for your chosen exit option, therefore maximising the value you get from it
- groom successors if they're coming from within the business - whether they're a family member or part of your management team
- exit at a time of your choosing, when the business is doing well and the market conditions are advantageous
Ideally, you should include an exit strategy in your start-up business plan. It can then be reviewed and revised whenever you work on your annual business plan and budget - and you can steer your business in the direction that your exit option demands. See write a business plan: step-by-step.
If you manage an existing business and don't have an exit plan, you should think now about what your preferred exit option might be - and consider whether you could change the way you run your business to help you achieve it.
What is affected by a business exit?
The way in which you exit can affect:
- the value you and other shareholders realise from the business
- whether you receive a cash deal, deferred or staged payments
- the future success of the business and its products or services
- whether you retain any involvement in or control of your business
- your tax liabilities
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Exit strategy: key considerations when starting a business
Overview of the key start-up decisions that could affect your ability to successfully exit your business.
It is easy to forget that the decisions you make today will not only affect how successfully your business gets off the ground, but can also seriously impact on your eventual exit from the business.
Key considerations
- Business form - the legal structure you choose can restrict your exit options and affect how potential buyers view the business. For example, a sole trader can simply close the business and pay off any outstanding liabilities but a limited company with a separate legal identity might be more attractive to potential buyers. See legal structures for businesses - an overview.
- Articles of association - these set out the rules for running the company affairs. If the articles of association are too restrictive they could limit what the business can and can't do. This could put off potential buyers or investors who are looking to diversify.
- Partnership agreements - these may specify what will happen if one of the partners wants to exit the business, eg due to ill health, disagreement or retirement.
- Property agreements - these can be notoriously difficult to get out of, if you need to, without suitable break clauses or the right to assign your agreement to another party.
- Shareholders - the involvement of company shares and shareholders with voting or preferential rights can make it more complicated for an outside investor or buyer to take over the business.
- Capital and ownership structure - straightforward structures can help make your business more attractive and can minimise potential barriers to sale.
- Accounting procedures - good financial and management accounts will give potential buyers and investors more confidence in your business and make completing the sales process easier.
- Employee/customer/supplier contracts - clear, simple contracts for all business relationships can help avoid disputes, clarify responsibilities and make it easy for potential buyers to see what they would be taking on.
Seek expert financial and legal advice
Before committing to any important decision, it is vital to seek advice from a suitably qualified expert such as an accountant or solicitor.
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Business exit strategy: family succession
Passing or selling your business to a family member - developing a successor and keeping your options open.
Passing or selling the business you have set up to a son, daughter or other family member can be an attractive option. It allows you to maintain an involvement in the business and pass the assets to your heirs.
If you plan on handing the business on to your children then it can help to involve them in the business as soon as possible, allowing them to gain an in-depth understanding of how things work.
Allowing them to gain experience working in other businesses can be equally important, as this will give them new strategic insight into your activities.
However, you should bear in mind that you can't be certain that a child or other family member will definitely be interested in taking the business on in eg 20 years' time. If you're starting a business with the clear aim of passing it on to family, you should seriously consider how you could interest the relevant family members right from the start to reduce the possibility of them pursuing other options.
Family Business UK has guidance on planning family succession that can help you prepare your exit strategy.
Get advice on family succession
A third party such as a non-executive director or business adviser can help you ensure emotions don't cloud your thinking. An accountant or solicitor can also provide valuable impartial financial and legal advice on family succession.
They can help you to answer key questions:
- Will family succession set up the potential for conflict within the business or family?
- Will it provide you with a financially secure future? Or, should you be considering other exit options to maximise your future income?
- Will it be tax-efficient?
- How will family succession affect the chosen successor's tax liabilities?
- How should you apportion shareholdings between the successor and other family members?
For further information, see transferring a business to a family member and family-run businesses.
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Business exit strategy: selling your business
How to develop key business characteristics that will make selling your business to another business more likely.
The most common exit option is selling your business - either to another business, a private investor or your employees or management.
Trade sales
A trade sale occurs when you sell the business (or parts of the business) to another outside party operating in, or allied to, your field. It can be the best way to get a good price - but you'll need to develop a business that's attractive to potential buyers.
If your business is not already limited, it may be difficult to achieve a trade sale as the value of the business is likely to be heavily tied to your skills or business relationships. You might also miss out on important tax benefits. The business may also appear less well established and therefore less attractive to potential buyers.
If you did not start out as a limited company, it is worth considering incorporation to give the business its own legal identity. See starting a company or partnership.
This may also make a merger possible - although this would probably mean remaining with the business for longer than if you make a straightforward trade sale. Read more on mergers.
Your chances of a successful trade sale can be improved by drawing up and following a clear exit strategy and minimising the potential hurdles to a successful exit.
Selling your business will also be easier if you can:
- show year-on-year increasing profitability
- show that the business can operate without you
- create a high-quality product or service
- develop an innovative product or piece of intellectual property
- build a strong customer base
- recruit a high-quality management team and employees
- maintain premises and assets in good condition
Read more on preparing to sell your business.
Employee ownership
You could also sell your business to managers or employees - known as a management buyout or employee ownership. Buyouts usually occur when employees or managers hear the business is up for sale and would like to buy ownership or extend an existing stake.
This option may not be as profitable as selling to a trade buyer as your managers or employees might not be able to raise the necessary funds to buy the business, or they may pay less as they fully understand the business - both good and bad - from the inside. Consideration should also be given to what might happen if your managers or employees fail to buy the business, ie how you deal with disgruntled or demotivated employees.
Read more on how to achieve employee ownership for your business.
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Business exit strategy: float your business on the stock market
Characteristics your business will need to attract venture capital investment or for a stock-market flotation.
Floating your business - selling shares on the stock market - can be highly rewarding financially. It lets you realise your investment in the business by making it easier to sell part of or your entire stake in the business.
However, any financial exit from the business is likely to be partial. Potential investors will be wary if you sell all your shares - and you may not be permitted to do so.
Any float will also affect other existing shareholders or investors. The shareholders agreement may give existing shareholders pre-exemption or voting rights which may make a float more difficult or reduce the amount you can realise.
Relatively few businesses can realistically expect to float as they are unlikely to be able to finance the necessary growth to attract investors.
See floating on the stock market and company shares and shareholders.
Venture capital investment
An alternative to stock market flotation is to attract venture capital investment. Venture capital businesses or private investors provide medium to long-term finance to your business in exchange for a share in the company. Venture capital funding can be used to grow or develop the business but may also be a way to facilitate an exit from your business by way of a management buy-out or buy-in or via a stock market flotation.
It is important to check exactly what return a venture capital firm is expecting, and how they plan to realise their investment and eventually exit the business.
Once you have secured funding you'll need to build a record over a number of years of delivering strong earnings and profits - and develop a business plan showing how you'll achieve further rapid growth.
Business suitability
Steps to take to be a suitable business for a flotation or venture capital investment include:
- building a strong management team
- have a robust business plan outlining how growth and profits will be achieved
- setting up a limited company
- developing operational, financial and management systems robust enough to handle both rapid growth and the additional legal requirements of a listed business
- appointing high-quality financial advisers
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Business exit strategy: close your business
Overview of the circumstances in which you may close your business and the practicalities of how to go about it.
Closing your business isn't necessarily an option that's forced upon you by poor trading conditions or financial difficulties. It may suit both you and your business to close it when you decide to exit.
There are a number of circumstances where planning the closure of your business will be the most practical option. For example:
- your business may be too dependent on your particular skills to make a sale realistic
- family members may be uninterested in taking charge
- unfavourable economic climate
- ill health may force you to retire before you have had a chance to develop the business sufficiently to make an alternative exit viable
It's important to seek professional advice about your options in such circumstances from your solicitor, accountant or financial adviser.
The way you close your business will depend on the legal structure you have chosen for it. See legal structures for businesses - an overview.
Sole traders may simply be able to close the business and pay off any outstanding liabilities, especially if there are no employees involved. VAT registration, employees, PAYE (Pay As You Earn), tax and National Insurance obligations, premises and finance agreements can all make this process more complicated for anything other than the most simple business. See selling or closing your business.
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Business exit strategy: the exit process
Key options for the exit process most appropriate for you and your business.
The exit process you will have to go through will depend on how you are exiting the business.
Selling the business
If you are selling the business there are several stages you will go through:
- grooming your business for sale
- valuing your business
- identifying and marketing your business to potential buyers
- negotiating with potential buyers
- completing legal due diligence
- finalising the sale and transferring ownership
Prior to the sale, you should get the business into shape by reducing unnecessary overheads, debts and excess stock and getting your finances into good order. You will also require detailed financial information, including audited accounts and forecasts which you can prepare in advance. See preparing to sell your business.
You should seek specialist advice from your accountant, solicitor or corporate finance adviser. They will help you reach a realistic valuation, and identify and market your business to potential buyers. See value and market your business for sale.
Flotation
Businesses planning a flotation will go through a similar process and will require a detailed business plan, prospectus and accounts which comply with specific accounting standards. See further information on floating on the stock market.
Closing the business
If you are simply closing the business, the process should be much simpler. You should contact the relevant authorities to advise them you are closing down and calculate and pay off any outstanding liabilities (such as VAT) and debts. See selling or closing a business.
If you have employed any workers you will also need to give them the proper notice and any outstanding pay and benefits. For further information on making employees redundant, see issue the correct periods of notice and redundancy: the options.
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Business exit strategy: float your business on the stock market
In this guide:
- Consider your exit strategy when starting up a business
- Advantages of having an exit strategy for your business
- Exit strategy: key considerations when starting a business
- Business exit strategy: family succession
- Business exit strategy: selling your business
- Business exit strategy: float your business on the stock market
- Business exit strategy: close your business
- Business exit strategy: the exit process
Advantages of having an exit strategy for your business
How planning your exit helps you get your business in shape and helps you realise the maximum value from it.
If you're setting up a new business you'll have a clear vision of what you want to achieve from it. To maximise the value you get from the business it's essential to think about how you'll leave it further down the line.
Benefits of an exit strategy
Carefully planning your exit from the business can help you to:
- mould your business into the ideal shape for your chosen exit option, therefore maximising the value you get from it
- groom successors if they're coming from within the business - whether they're a family member or part of your management team
- exit at a time of your choosing, when the business is doing well and the market conditions are advantageous
Ideally, you should include an exit strategy in your start-up business plan. It can then be reviewed and revised whenever you work on your annual business plan and budget - and you can steer your business in the direction that your exit option demands. See write a business plan: step-by-step.
If you manage an existing business and don't have an exit plan, you should think now about what your preferred exit option might be - and consider whether you could change the way you run your business to help you achieve it.
What is affected by a business exit?
The way in which you exit can affect:
- the value you and other shareholders realise from the business
- whether you receive a cash deal, deferred or staged payments
- the future success of the business and its products or services
- whether you retain any involvement in or control of your business
- your tax liabilities
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Exit strategy: key considerations when starting a business
Overview of the key start-up decisions that could affect your ability to successfully exit your business.
It is easy to forget that the decisions you make today will not only affect how successfully your business gets off the ground, but can also seriously impact on your eventual exit from the business.
Key considerations
- Business form - the legal structure you choose can restrict your exit options and affect how potential buyers view the business. For example, a sole trader can simply close the business and pay off any outstanding liabilities but a limited company with a separate legal identity might be more attractive to potential buyers. See legal structures for businesses - an overview.
- Articles of association - these set out the rules for running the company affairs. If the articles of association are too restrictive they could limit what the business can and can't do. This could put off potential buyers or investors who are looking to diversify.
- Partnership agreements - these may specify what will happen if one of the partners wants to exit the business, eg due to ill health, disagreement or retirement.
- Property agreements - these can be notoriously difficult to get out of, if you need to, without suitable break clauses or the right to assign your agreement to another party.
- Shareholders - the involvement of company shares and shareholders with voting or preferential rights can make it more complicated for an outside investor or buyer to take over the business.
- Capital and ownership structure - straightforward structures can help make your business more attractive and can minimise potential barriers to sale.
- Accounting procedures - good financial and management accounts will give potential buyers and investors more confidence in your business and make completing the sales process easier.
- Employee/customer/supplier contracts - clear, simple contracts for all business relationships can help avoid disputes, clarify responsibilities and make it easy for potential buyers to see what they would be taking on.
Seek expert financial and legal advice
Before committing to any important decision, it is vital to seek advice from a suitably qualified expert such as an accountant or solicitor.
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Business exit strategy: family succession
Passing or selling your business to a family member - developing a successor and keeping your options open.
Passing or selling the business you have set up to a son, daughter or other family member can be an attractive option. It allows you to maintain an involvement in the business and pass the assets to your heirs.
If you plan on handing the business on to your children then it can help to involve them in the business as soon as possible, allowing them to gain an in-depth understanding of how things work.
Allowing them to gain experience working in other businesses can be equally important, as this will give them new strategic insight into your activities.
However, you should bear in mind that you can't be certain that a child or other family member will definitely be interested in taking the business on in eg 20 years' time. If you're starting a business with the clear aim of passing it on to family, you should seriously consider how you could interest the relevant family members right from the start to reduce the possibility of them pursuing other options.
Family Business UK has guidance on planning family succession that can help you prepare your exit strategy.
Get advice on family succession
A third party such as a non-executive director or business adviser can help you ensure emotions don't cloud your thinking. An accountant or solicitor can also provide valuable impartial financial and legal advice on family succession.
They can help you to answer key questions:
- Will family succession set up the potential for conflict within the business or family?
- Will it provide you with a financially secure future? Or, should you be considering other exit options to maximise your future income?
- Will it be tax-efficient?
- How will family succession affect the chosen successor's tax liabilities?
- How should you apportion shareholdings between the successor and other family members?
For further information, see transferring a business to a family member and family-run businesses.
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Business exit strategy: selling your business
How to develop key business characteristics that will make selling your business to another business more likely.
The most common exit option is selling your business - either to another business, a private investor or your employees or management.
Trade sales
A trade sale occurs when you sell the business (or parts of the business) to another outside party operating in, or allied to, your field. It can be the best way to get a good price - but you'll need to develop a business that's attractive to potential buyers.
If your business is not already limited, it may be difficult to achieve a trade sale as the value of the business is likely to be heavily tied to your skills or business relationships. You might also miss out on important tax benefits. The business may also appear less well established and therefore less attractive to potential buyers.
If you did not start out as a limited company, it is worth considering incorporation to give the business its own legal identity. See starting a company or partnership.
This may also make a merger possible - although this would probably mean remaining with the business for longer than if you make a straightforward trade sale. Read more on mergers.
Your chances of a successful trade sale can be improved by drawing up and following a clear exit strategy and minimising the potential hurdles to a successful exit.
Selling your business will also be easier if you can:
- show year-on-year increasing profitability
- show that the business can operate without you
- create a high-quality product or service
- develop an innovative product or piece of intellectual property
- build a strong customer base
- recruit a high-quality management team and employees
- maintain premises and assets in good condition
Read more on preparing to sell your business.
Employee ownership
You could also sell your business to managers or employees - known as a management buyout or employee ownership. Buyouts usually occur when employees or managers hear the business is up for sale and would like to buy ownership or extend an existing stake.
This option may not be as profitable as selling to a trade buyer as your managers or employees might not be able to raise the necessary funds to buy the business, or they may pay less as they fully understand the business - both good and bad - from the inside. Consideration should also be given to what might happen if your managers or employees fail to buy the business, ie how you deal with disgruntled or demotivated employees.
Read more on how to achieve employee ownership for your business.
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Business exit strategy: float your business on the stock market
Characteristics your business will need to attract venture capital investment or for a stock-market flotation.
Floating your business - selling shares on the stock market - can be highly rewarding financially. It lets you realise your investment in the business by making it easier to sell part of or your entire stake in the business.
However, any financial exit from the business is likely to be partial. Potential investors will be wary if you sell all your shares - and you may not be permitted to do so.
Any float will also affect other existing shareholders or investors. The shareholders agreement may give existing shareholders pre-exemption or voting rights which may make a float more difficult or reduce the amount you can realise.
Relatively few businesses can realistically expect to float as they are unlikely to be able to finance the necessary growth to attract investors.
See floating on the stock market and company shares and shareholders.
Venture capital investment
An alternative to stock market flotation is to attract venture capital investment. Venture capital businesses or private investors provide medium to long-term finance to your business in exchange for a share in the company. Venture capital funding can be used to grow or develop the business but may also be a way to facilitate an exit from your business by way of a management buy-out or buy-in or via a stock market flotation.
It is important to check exactly what return a venture capital firm is expecting, and how they plan to realise their investment and eventually exit the business.
Once you have secured funding you'll need to build a record over a number of years of delivering strong earnings and profits - and develop a business plan showing how you'll achieve further rapid growth.
Business suitability
Steps to take to be a suitable business for a flotation or venture capital investment include:
- building a strong management team
- have a robust business plan outlining how growth and profits will be achieved
- setting up a limited company
- developing operational, financial and management systems robust enough to handle both rapid growth and the additional legal requirements of a listed business
- appointing high-quality financial advisers
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Business exit strategy: close your business
Overview of the circumstances in which you may close your business and the practicalities of how to go about it.
Closing your business isn't necessarily an option that's forced upon you by poor trading conditions or financial difficulties. It may suit both you and your business to close it when you decide to exit.
There are a number of circumstances where planning the closure of your business will be the most practical option. For example:
- your business may be too dependent on your particular skills to make a sale realistic
- family members may be uninterested in taking charge
- unfavourable economic climate
- ill health may force you to retire before you have had a chance to develop the business sufficiently to make an alternative exit viable
It's important to seek professional advice about your options in such circumstances from your solicitor, accountant or financial adviser.
The way you close your business will depend on the legal structure you have chosen for it. See legal structures for businesses - an overview.
Sole traders may simply be able to close the business and pay off any outstanding liabilities, especially if there are no employees involved. VAT registration, employees, PAYE (Pay As You Earn), tax and National Insurance obligations, premises and finance agreements can all make this process more complicated for anything other than the most simple business. See selling or closing your business.
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Business exit strategy: the exit process
Key options for the exit process most appropriate for you and your business.
The exit process you will have to go through will depend on how you are exiting the business.
Selling the business
If you are selling the business there are several stages you will go through:
- grooming your business for sale
- valuing your business
- identifying and marketing your business to potential buyers
- negotiating with potential buyers
- completing legal due diligence
- finalising the sale and transferring ownership
Prior to the sale, you should get the business into shape by reducing unnecessary overheads, debts and excess stock and getting your finances into good order. You will also require detailed financial information, including audited accounts and forecasts which you can prepare in advance. See preparing to sell your business.
You should seek specialist advice from your accountant, solicitor or corporate finance adviser. They will help you reach a realistic valuation, and identify and market your business to potential buyers. See value and market your business for sale.
Flotation
Businesses planning a flotation will go through a similar process and will require a detailed business plan, prospectus and accounts which comply with specific accounting standards. See further information on floating on the stock market.
Closing the business
If you are simply closing the business, the process should be much simpler. You should contact the relevant authorities to advise them you are closing down and calculate and pay off any outstanding liabilities (such as VAT) and debts. See selling or closing a business.
If you have employed any workers you will also need to give them the proper notice and any outstanding pay and benefits. For further information on making employees redundant, see issue the correct periods of notice and redundancy: the options.
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