Checklist and Tips for Selling a Business

Answer: Acquire every last after tax dollar and get paid in cash. Also, follow three critical steps before proceeding:

1. Preplan the sale of your business. This should not be a spur of the moment decision. Rather, it should be well planned in advance. Though it is not possible to control the external environment, such as interest rates and strength of the economy, it is possible to plan for an orderly transition. Start thinking about some obvious sources for a potential buyer. For example, should an employee be groomed for possible succession? Might a good customer be interested in acquiring your business in the event of its sale?

2. Recognize the importance of finding the right buyer. Most businesses don’t have a value that is set in stone. Instead they have a range of value. This means that different buyers will have different perceptions of the same business’s value. It becomes important to pre-plan your confidential marketing effort to gain exposure to multiple buyers, especially synergistic buyers. Synergistic buyers are those individuals who, because of their location, complimentary customer base, financial resources or market position, can profit more from owning your business and are therefore willing to pay more.

3. Consider getting professional help. Unless you have a background in taxes, legal issues and merger and acquisition work, you will probably unknowingly make a multitude of costly mistakes by trying to sell your business yourself. Those mistakes may cost you substantially more than any fees paid for competent professional assistance. Do some homework on various alternatives. Become informed by attending seminars regarding tax issues, estate planning, and so on. Ask your CPA or lawyer to recommend “general knowledge” seminars that might assist your learning curv

Question: How do I legitimately minimize my tax obligations when I sell my business?
Answer: Plan well in advance by reviewing your corporate structure on an ongoing basis. This will enable you to maximize the amount of proceeds you retain from your business’s eventual sale.

As one would expect, the tax rules make it difficult for any quick fixes that give rise to immediate benefits. Consider changes to structure now that may result in more favorable tax treatment when the business is sold in five or ten years.

Start by getting up to speed on recent developments in the tax code. Chances are the code is very different today than when you bought or started your business. So sit down with your professional advisor and review your current business structure and its appropriateness for your business’s eventual sale.

For example, if you are structured as a corporation, the substantial difference to your after tax dollars on sale depends on whether you proceed with an “asset” sale or a “stock” sale. Selling the corporation’s assets can result in proceeds being taxed at the corporate level as well as the individual level when the remaining proceeds are distributed to the stockholders. However, if the stockholders sell their stock, it is likely that capital gains provisions would apply. The difference this makes to retained proceeds can be enormous.

Paying our share of taxes in the United States is an economic reality of life. Yet after tax dollars in the sale of a corporation can vary between 45 percent and 85 percent of the sales price based solely on tax structuring issues. The earlier you start planning for the sale of your business, the more likely you will be to minimize tax obligations.