Interested in Buying a Business? Check Out These 3 Commonly Overlooked Areas
When it comes to buying a business, nothing is more important than the factor of due diligence. For most people, this investment is the single largest financial decision that they will ever make. And with this important fact in mind, you’ll want to leave absolutely no stone unturned.
Let’s examine the three most commonly overlooked areas when it comes to buying a business: retirement plans, 1099’s and W-2’s, and legal documents.
1. Examine All Legal Documents
While it may sound like a “pain” to investigate all the legal documents relating to a business that you are vetting for purchase, that is exactly what you have to do. The very last thing you want is to buy a business only to have the corporate veil pierced. “Piercing the corporate veil” refers to a situation in which courts put aside limited liability and hold a corporation’s shareholders or directors personally liable for the corporation’s actions or debts. Everything from trademarks and copyrights to other areas of intellectual property should be carefully examined. You should be quite sure that you receive copies of everything from consulting agreements to documentation on intellectual property. Your business broker can recommend attorneys who are familiar with legal issues involving the purchase of a business.
2. Retirement Plans
Forgetting about retirement plans when you’re buying a business is a mistake can quietly translate into disaster. Before signing on the dotted line and taking ownership, be sure that both the business’s qualified and non-qualified retirement plans are 100% up to date with the Department of Labor and ready to go.
3. W-2’s and 1099’s
If 1099 forms were given out instead of W-2’s, you’ll want to know about that and be certain that it was done within the bounds of IRS rules. Imagine for a moment that you fail to do your due diligence, buy a business and then discover that you have problems with the IRS. No one wants IRS problems, but a failure to perform due diligence can quickly result in just that. So do your homework!
There can be many skeletons hiding in a business, and you want to be sure that you protect yourself from any unwanted surprises. One exceptional way to protect yourself is to work with a business broker. A business broker knows what to look for when buying a business and what kinds of documents should be examined. There is no replacement for the expertise and experience that a business broker brings to the table.
Copyright: Business Brokerage Press, Inc.
Read MoreAdvertising a Business for Sale Without Divulging Too Much
By Peter Siegel, MBA, Founder of BizBen.com
A west coast businessman learned the hard way about revealing too much in a business for sale advertisement.
According to an article written for BizBen, the seller thought it was important to give as much information in the ad as possible, so only people specifically interested in his business would respond. But when people started visiting his store during business hours to ask for more details, he realized his mistake.
Ruining the confidentiality about your sale is the largest problem with providing too many details in the business for sale ad/posting. You could also discourage or confuse prospective buyers with some advertised facts.
Business Broker Peter Siegel, MBA, the Founder & Senior Advisor at BizBen.com, suggests these few guidelines to ensure that a business-for-sale advertisement will attract interest without working against the objectives of the advertiser.
1. Location is important to many buyers and probably should be included, using a very general description, in most ads offering a business for sale. People who may be potential buyers probably want to know whether the manufacturing company is in a new and modern industrial park or an old factory setting near downtown. The ad for a retail business in Georgia should let readers know if the company is in a suburban shopping mall or a part of the central business district. One strategy to give important but non-revealing information, is to mention the neighborhood in a large city–sporting goods store in south Fulton County; or just name the county, in the event the business can be identified simply with information about its city.
2. Contact information should not, of course, be easily associated with the business. One seller didn’t know how callers responding to his furniture store for sale ad/posting were able to determine the identity of the company. The ad included the number for his home phone, rather than the store’s phone number. Clever buyers simply used a reverse directory to discover his name using the phone number, then conducted an online search using his name and the term “furniture store.” Here’s where hiring a business broker will help preserve seller confidentiality. Prospetive buyers will call the broker instead of the owner.
3. When an ad states that “Complete information will be provided to qualified buyers,” potential buyers should understand that they’ll have to supply their information to the seller if they want to know details about the company for sale. Serious buyers ready to satisfy the seller’s confidentiality requirements will respond to the ad expecting to agree to a non-disclosure document, and to provide requested personal information to the seller. Those who are more curious than serious will probably not respond to the advertisement.
4. Detailed information in ads may or may not make the phone ring. Revealing that a restaurant for sale generates $5,000 in monthly earnings to the owner may result in responses from those who want to make that amount of money. That’s too much information, however, to attract the buyer who needs to generate $7,000 to $8,000 per month in earnings. Yet that buyer’s response to the ad would be welcomed, because the seller would have the chance to explain the potential is there for an active owner to quickly boost earnings by 50%.
Whether or not to provide earnings figures, rent costs, years remaining on the lease, asking price, annual growth rate and so forth, is up to the seller. He or she should understand that while certain facts included in the posting might provoke responses, that information is likely to discourage others from calling or emailing the seller to express and interest and request more information.
One possible strategy is to run the ad with information for a couple of weeks, then change it by reducing the detail before advertising again.
This article originally appeared on the BizBen website.
Peter Siegel, MBA is the Founder & Senior Advisor (ProBuy & ProSell Programs) at BizBen.com (established 1994, 8000+ CA businesses for sale, 500 new & refreshed postings/posts daily). Get expert advise when placing an ad to sell a California business. Reach him at 866-270-6278 to discuss strategies regarding buying, selling, (or financing a puchase of) California businesses.
Read MoreUGA Small Business Development Experts To Speak Sept. 25
If you own or operate a Georgia business, you can get free confidential consulting services including helping with business plans, buying businesses and leasing space. Find out how on Sept. 25 when two experts with the University of Georgia’s Small Business Development Center speak to the Georgia Association of Business Brokers.
Area Director Jeff Patterson and Business Consultant Aysha Cooper will speak to the GABB at their Sept. 25 monthly meeting. The meeting is free and open to the public and will be held at the Atlanta Realtors Center at 5784 Lake Forrest Dr. NW, Atlanta, GA 30328. The meeting begins at 10:30 a.m., preceded at 9:45 a.m. by a free light breakfast and networking session sponsored by GABB affiliate and board member Kim Eells, Vice President and Business Development Officer of Government Guaranteed Lending for Renasant Bank.
The Small Business Development Center, a Public Service and Outreach Extension of The University of Georgia, is funded in part by the U.S. Small Business Administration (SBA). It provides tools, training and resources to help small businesses grow and succeed. Designated as one of Georgia’s top providers of small business assistance, the SBDC has 17 offices ranging from Rome to Valdosta to serve the needs of Georgia’s business community. Since 1977, the SBDC’s network of partners has helped construct a statewide ecosystem to foster the spirit, support, and success of hundreds of thousands of entrepreneurs and innovators. The University of Georgia Small Business Development Center is nationally accredited by the Association of SBDCs.
Mr. Patterson, an area director with the Small Business Development Center at Georgia State University, has extensive financial industry experience that includes leadership roles in credit administration, commercial lending, operations management, regulatory compliance, and audit administration. His expertise includes loan proposal and business plan preparation, cash flow management, budgeting, and customer satisfaction. He also has brokerage and financial planning training. He has an MBA from Brenau University, was President and Board member of the Bank of Hiawassee, Senior Vice President at Nantahala Bank & Trust and Executive Vice President of United Community Banks. He is the past Lt. Governor and Past President of the Rotary Club, past Local Board Chair of North Georgia Technical College and past Chairman of the Board of the Habersham County Chamber of Commerce.
Ms. Cooper has 20 years of experience either working with small business owners or being a small business owner herself. Prior to joining the SBDC, Ms. Cooper was an advertising representative in the yellow page and radio industry. In 2005, after moving to Georgia, she opened her first business in Duluth, Ga., with the guidance and expertise of the SBDC. She has attended GrowSMART and been a client of the SBDC throughout the start-up and expansion phase of her adult care facility. In 2011, she was recognized by Access to Capital for Entrepreneurs (ACE) Entrepreneur of the Year and in 2017, Outstanding Woman of the Year. Aysha has been an active member of her community as a graduate of Gwinnett Neighborhood Leadership Institute, a board member for Snellville Tourism and Trade and Friends of Gwinnett County Seniors. Her interests include marketing, operations and franchising.
The GABB is an organization of experienced professionals who work with Georgia business owners to help them in the process of evaluating, marketing, financing and selling their businesses. They also work with business buyers including many individuals who have decided not to re-enter corporate America, but want to become their own bosses by purchasing and operating a Georgia business.
For more information about the GABB, contact GABB President Mike Ramatowski at 770-634-0428 or rambizgroup@bellsouth.net call Diane Loupe at 404-374-3990 or email director@gabb.org.
If you are NOT a GABB member, please fill out this form to let us know you’ll be attending the meeting.
Read MoreGeorgia Real Estate Commissioners Discuss Business Broker Licensing
If you’re contemplating buying or selling a business in the Peach State, be sure to check whether the business broker you’re considering using has a valid Georgia real estate license.
Some individuals who are presenting themselves as professional business brokers are not licensed to sell real estate in the state of Georgia, and therefore are probably not operating legally.
On Tuesday, July 31, Georgia Real Estate Commissioner Lynn Dempsey and Deputy Commissioner Craig Coffee spoke at length about real estate licensing to the Georgia Association of Business Brokers. The GABB is the state’s only professional association of professionals who help in the sale and purchase of businesses and franchises.
Watch a video of their presentation here.
The commissioners encouraged attendees to file a complaint against any unlicensed broker who is attempting to buy or sell a business with any real estate interest in the state. Complainants should complete the following form that GABB downloaded from the GREC website, have the form notarized and submit it.
GREC Request For Investigation Form
Georgia law specifies that a business broker must have a real estate license if the sale of the business includes any real estate. GABB believes that there are very few instances in which a business is operating without any leases or real estate. Former GABB member Kathryne Pusch discusses business broker licensing in Georgia elsewhere on the GABB blog. GABB requires all broker members to have a current Georgia Real Estate license to belong to the association.
To determine if a business broker has a valid Georgia Real Estate license, search this link on the Georgia Real Estate Commission website. Note, some brokers may not operate professionally with their given name, so you may need to search with an individual’s license number.
Georgia law limits the Commission’s investigative authority solely to issues related to the real estate license law.
The Commission’s investigations do not determine whether a violation of any other area of the law has occurred. For example, the Commission cannot settle such issues as disputes regarding earnest money, repairs to property, or payments of fees to licensees. The law of contracts controls these issues. If the parties cannot resolve such issues themselves, they should consult an attorney or the small claims court of their county for assistance.
Anyone who files a request for investigation with the Commission and has suffered a financial loss should not wait for the results of a Commission investigation before consulting an attorney. The Commission cannot replace a financial loss. The law allows the Commission only to reprimand, suspend, or revoke a license and/or impose fines, education requirements, and/or require reports from an independent accountant.
The Commission may only investigate licensed real estate brokers, salespersons, community association managers, or unlicensed persons performing the acts of a broker. It cannot take action against an unlicensed individual who may be an owner or builder acting as a principal on his or her own property.
Read MoreTwo Ways to Buy a Business without Collateral
Banks love collateral and for a very simple reason. If you have collateral, then the bank has something it can take if you fail to repay your loan. At its heart, collateral is a remarkably simple concept. However, unfortunately, many people who want to start a business lack it, and it can be difficult to finance a business without collateral. All of this leads us to the simple question, “Can I start a business without collateral?”
1. Try the SBA
There are ways that you can start a business without collateral, but you will need some amount of money. The larger the business, obviously the more money you’ll need. Those interested in the zero collateral route will want to take a look at the SBA’s 7 (a) program. This program incentivizes banks to make loans to prospective buyers. Through this program, the SBA guarantees an impressive 75% of the loan amount.
Of course, the buyer still has to put up 25% of the money in order to buy the business, but for those looking to own a business without having to put up collateral, the SBA’s 7 (a) program is an impressive option. Perhaps best of all, the cash buyers used can come from investors or even a gift, helping to make this program a potentially great one for first time business owners.
2. Think about Seller Financing
Another option is seller financing. Sellers frequently get involved in financing. When a seller is motivated to sell, due to retirement or some other factor, things can get interesting. Most sellers do agree to offer some degree of financing, so asking for selling financing is not unheard of or insulting to a business owner. Prospective business owners may even be able to combine seller financing with the SBA’s 7 (a) program. Correctly used, this path could provide a powerful and useful option.
Speaking of retiring, according to The International Business Brokers Association (IBBA), M&A Source and the Pepperdine Private Capital Market Project, 33% of deals now take place when owners are retiring. This clearly demonstrates why many sellers should consider seller financing.
While the SBA’s 7 (a) program is potentially very useful to buyers, it is important to note that under the program, the seller cannot receive any payments for two years. Working around this potential problem may very well require some creativity and effort on the part of the prospective buyer. In the end, it may be necessary to offer the business owner some incentive in order to justify waiting two years for his or her money.
Attempting to buy a business without collateral may, at first, sound like too large of an obstacle to overcome. However, these kinds of purchases really do happen all the time. By staying focused, persistent and understanding your options, you will increase your odds of success. Finally, get as much professional help as possible. Prospective business owners should consult with S.C.O.R.E., experienced business brokers and others to learn the best way to buy a business without collateral.
Copyright: Business Brokerage Press, Inc.
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