One of the most difficult decisions a business owner will face in their lifetime is knowing when and how to successfully exit their business.

In most cases, many years of blood sweat and tears have gone into creating a successful business asset. Whilst planning is commonplace in terms of growing a business, ironically, it is very often overlooked when it comes to selling.

The decision to sell a business and retire can have far-reaching impacts on family, relationships, finances, personal happiness, and self-fulfillment. It is a decision that should be managed equally as carefully as building the business in the first place.

The best solution for one isn’t necessarily the best decision for all. One rule, however, does apply to everyone. The time you spend planning your business exit strategy will have a direct relationship to the result you will achieve.

This book draws on years of collective business sales experience from senior business brokers and industry leaders. It will assist you to develop a sound business exit strategy, and, will ultimately help you to achieve a great result.

Our vision as a company is to reach out and assist as many business owners as we can. Everything we’ve learned in over 25 years of selling business has been put into this guide. Our hope is to make a lasting change and to assist all business owners to maximise their business sale proceeds.

If you’ve received this E-Book, and managed to read this far we are beyond thrilled and thank you. Our single goal is to help you maximise the sales price of your business utilising our lifetime experience in business sales, painstakingly developed through thousands of hours, and hundreds of transactions.

One day not long from now you’ll hopefully be through this process, retired and enjoying the fruits of your labour. Distant memories of dealing with staff, customers, suppliers and the day to day issues confronting all business owners will be behind you. I am looking forward to assisting you to get to that point.

Here’s to the future….

Dru Morgan

What are some of the key considerations you have to keep in mind if you’re thinking of selling your business? What are the important issues that have to be addressed before any decision can be made regarding taking your business to the market?

For many business owners the sale of their business represents their last payday pre-retirement. The business is quite often the main retirement asset for business owners who have failed to make regular superannuation contributions and have instead chosen to reinvest every cent they have back into their business.

The task of maximising the value of the business sale now becomes more important than ever. Planning to sell your business should ideally start up to five years out, particularly if there are important issues that need to be addressed to ensure your business will attract maximum interest from buyers.

For example, you may be working 7 days per week. Regardless of a high-profit, many buyers will turn away from your business due to the large commitment required. In this instance, you may need to look at employing a manager and sacrificing some profit to ensure you have a more saleable asset.

Premises leases can also be a critical issue to address. Without the security of a long term agreement in place, many buyers will not be able to borrow the necessary funds. Lenders need long term security in place or they simply will not lend the money. If your current landlord will not offer a long term lease perhaps it’s time to move elsewhere.

Likewise, franchise agreements, license agreements, supply agreements, and or distribution agreements also need to be secured well ahead of time. To ensure you maximise your business sale, long term planning is essential.

The first item which we should address at this time is timing.

People choose to exit the business for a variety of reasons. Some are looking to retire, sometimes death or illness forces the sale. In other instances, market pressures or financial difficulties can force the hand of a business owner.

Timing

Choosing the right time to sell your business is one of the hardest decisions you will have to make. After all, your business has become much more than just an asset. In all likelihood, it has helped to put your children through school, paid off part of your mortgage, and helped you to buy an investment property or two. Then there are the staff with whom you've formed great relationships along the way.

So, with all this in mind, when is the right time to sell your business?

The two most important factors you should consider are

1) Sell when your business is doing well

2) Sell when you are no longer enjoying it

If your business is doing well and has a steady history of profits it is an ideal time to take your business to the market. Buyers and buyers’ accountants and advisers are most interested in businesses that are performing strongly. Businesses which are in decline or which may have softening sales can sometimes prove exceedingly difficult to sell, thus having a dramatic effect on the final sales value.

If you are no longer enjoying what you are doing it’s also a great time to consider another option. If you aren't looking forward to going to work each day, and can't stand the daily grind, inevitably your business and maybe even your health will suffer. If you enjoy what you do your business will have the best opportunity to thrive. So, if you're not enjoying your current business, perhaps look to sell, regroup, and launch into something new and exciting.

The Sales Cycle

Many business owners get caught up in the day-to-day running of the business and fail to successfully make time to work towards as a succession plan or considering a future time at which they will be ready to place their business on the market.

The first key factor we will look at in the timing of your sale is the sales performance of your business. Even if your business is very profitable, buyers will become hesitant if your business is suddenly facing even a minor downturn in sales. Potential buyers are far more likely to buy a business when it’s in an upswing when sales are on the increase from month-to-month and the future is looking bright. This critical and often overlooked small piece of information is essential to understand. To achieve the maximum price you need to be able to demonstrate a clear consistency and quality of earnings and performance.

Staff

Your relationship with your key staff is essential. Buyers will easily decipher poor relationships with staff, and this will contribute negatively to the sales process. Weaknesses in this area need to be identified quickly and addressed before going any further.

It is prudent to develop an effective management team that will alleviate some of the buyers concerns that the business value may be heavily dependent upon the owner’s input.

You should also work on identifying the key weaknesses and strengths of your business. Sorting out some of the main weaknesses prior to going onto the market can assist greatly, not only during the sales process but also post-settlement.

One of the most important considerations You need to address prior to putting your business on the market is the communication you intend to have with key employees. Although it may be desirable to keep the business sale confidential from the staff, sometimes it is important to have a discussion with key employees early in the process. In larger business purchases it is quite common for buyers to want to meet with key staff prior to going to contract. These key staff may well be responsible for the success or failure of the business sale and may have an effect on the resultant value achieved. Employees may also see the process as an opportunity to step up and prove themselves to a new owner. If you are open and honest with key employees upfront, you will give yourself a better chance of a smooth transition.

Family

The second key issue that needs to be addressed in the business or process is family considerations. Family is often overlooked in the business sales process. Sons, daughters, wives, and even grandchildren should all be included in your thought processes before any decision is made. Does one of the kids want to take over the business? If kids are involved in the business do they want to stay under the guidance of a new owner? And if so, how would that relationship work? How much will they be paid? Are they currently on a market rate or an above market rate of pay? How long are they willing to commit to a new owner in the short term?

What is a Business Broker and why should I use one?

There are many reasons why you would want to sell a business you’ve spent years building. You might want to pursue a different opportunity or relocate. Perhaps you’re ready to retire and want to free up cash for that long-awaited holiday, or maybe you’ve decided the entrepreneur life isn’t for you. Whatever your reasons are for wanting out, you want your business to be sold for the best price, with total confidentiality, and with minimal disruptions. This is where you should employ the services of an experienced business broker to help facilitate the transaction.

What Is A Business Broker?

A business broker is a specialist negotiator who brings business sellers and buyers together. They make the process of selling a business a legally compliant, simple and profitable one, while ensuring that those who take over the reins acquire something they can financially benefit from in the future. For this, business brokers usually charge a fee and or a percentage of the sale price.

Do I Need A Business Broker?

Even if you think you know all there is to know about winding up your involvement in a business, you could miss something. It’s in your best interest to get a business broker on board from the moment you start entertaining the idea of selling. You’ll find that with a broker at your side, the process will be much smoother than anticipated.

A business broker will start by appraising and or valuing your business’s assets and liabilities and putting the business together in the form of an information memorandum that can be confidentially forwarded to potential buyers. The broker will confidentially advertise the business on your behalf and shortlist applicants for you to interview. Depending on the size and turnover of the business, the broker will assist you to prepare mandatory statements, outline the minimum deposit and settlement period required, and create a process for training or staff management (if the buyer is retaining your staff ). They’ll make sure you are insurance (risk), Capital Gains Tax, and Goods & Services Tax compliant and once you’ve selected a buyer, they will assist your solicitors to draft a contract including restrictions of trade that may apply.

Most people are surprised at the amount of work that goes into selling a business, and if you don’t do it correctly, it could become a complicated and expensive affair. You should always work with a business broker from the outset to ensure the sales process is structured and professionally executed.

Like most industries, the Business Broker market is populated by numerous firms and individuals, all with varying levels of skill and expertise. Some specialise in a particular industry, while others are multi-skilled and have the ability to provide advice across a number of business types. It's critically important that you ask the right questions to establish a broker’s credibility before you engage their services.

Here are just a few examples of essential questions that should be asked :

How many businesses have you sold?

It can take years of experience to become a successful negotiator. Only through performing many transactions can a broker build up the skill set required to give you a key advantage in negotiations. Every transaction is different, and in a market that changes constantly, it’s important to be up to speed with the latest legal and accounting policies.

Have you sold a business like mine?

Different brokers have different specialties. Some specialise in the Hospitality sector, others in Manufacturing or Distribution. It is important to use a broker who has previous experience in your industry and who understands specific situations which may arise in your sale. A business broker who has specific knowledge about an industry will also have a much better grasp on valuations and past sale data. You will receive a far better appraisal from a broker who has sold similar businesses to yours...

Will I know who has looked at my business?

A good business broker should always run potential purchasers past you before sending them any information. Your private information could be the key to your success. You need to ensure it is kept away from competitors and potential ‘tyre kickers’. All business sellers should have free and open access to every buyer inquiry on their business and should approve the buyer before any information is sent out.

Your businesses key areas of value

Another key priority when you’re looking to sell your business is to create a checklist of your most common value drivers. These may be fantastic for customer relationships, or supplier relationships, it may be intellectual properties, such as trademarks or patterns. Perhaps the quality and reputation of your business represents your key values. Or maybe it’s your staff? If you sit back and put yourself in a prospective buyer’s shoes for a moment, it’s important for them to understand what the key value points are in your business. It’s also important that you spend some time strengthening these key aspects prior to going to market.

What is my Business Worth?

ABOUT THE PRICING GUIDE

Our Market Review compares the current prices for a range of industries in general market terms only. Please be aware that these figures are only a guideline and are based on our history of sales in the Australian market. Professional advice should always be sought before putting a price on a particular business.

Morgan Business Sales disclaims responsibility for any specific circumstances.

• Nominal salary allowed for manager or the proprietors labour has been sourced from the latest Australian Salary Data. All examples will result in lower return on investment for an under-management operation. Buyers and accountants should feel free to adjust management salary to suit the individual business under review.
• *Return on Investment (%) = Net profit before tax divided by purchase price, times 100.

Leading Broker Belinda Packer discusses the current State of the Market for 2022-23

Important factors when buying: Criteria which can influence goodwill and price

Morgan Business Sales believe it is important for you to ensure the business of interest matches your lifestyle criteria as well as “measuring up” in respect to the ‘business performance’ you require.

Please consider some of the following points of measurement:
1. Length and history of business
2. Net profit stability and gross profit trend-lines
3. Reasons for variations in sale levels
4. Stability and quality of staff
5. Performance of business compared to a peer group
6. Diversity of customer base
7. Diversity of products and services
8. Database size and quality
9. Business systems and manuals
10. The strategic location of the business
11. Licenses or franchises held by the business
12. Quality and efficiency of “Stock Turn” patterns
13. Cash flow requirements
14. Premises Lease rent, length, and conditions
15. Barriers to entry
16. Strength of exclusivity (unique buying proposition)
17. Technology opportunities for the business
18. Supplier diversity
19. Preferred supplier status
20. Supplier contacts held
21. Government panels and tender qualifications held
22. Government approved licenses held
23. Brand equity
24. Social media exposure and rankings
25. Foreign exchange risk
26. Intellectual property

Call Dr Bruce Dwyer, Australia's most qualified business valuer, for a free consultation.

Make your business buyer friendly

Building a business can take years. It can be a lifetime’s work. You might make mistakes, but they can be fixed along the way. But when it comes to selling, you only get one chance - that’s it!

There comes a time when an owner of retail, wholesale or service provider business wants to sell.

Many people find themselves having that discussion with their partner around the dinner table. Of course, there are many reasons. It may be that you have had the Land Cruiser and caravan parked in the driveway for three years and just don’t find time to take off. Some of us maybe looking for a change of profession or have our eye on a bigger or better opportunity. In any case, the business must be sold.

All these conversations have one question in common. How should I go about it?

Business owners will discuss every reason why they should sell. This conversation is often followed by: ‘did you hear what Dave sold for? I can’t believe it, ours would be worth more than that!’.

So how do you sell your business and what do you have to do to get full price. Once it’s sold that’s it, you can’t ‘go back and sell it again later for a higher price.

Selling Options

There are many options available to the business owner when it comes to selling a business.

An owner can:

1. Advertise or introduce buyers to the business and have their accountant and solicitor draw up the contracts of sale and sell, which is very difficult and time consuming when you are running your business.
2. List the business for sale with a real estate agent and have them advertise the business for sale and introduce interested buyers. There are very few real estate agents who have the skill to manage a business sale transaction if they find a buyer.
3. Engage a business broker to prepare the necessary paperwork often found in a business profile, that the buyer can appraise, advertise the business for sale, introduce interested buyers, advise the owners solicitor and sell.
4. Engage a specialist business broker who has sold businesses similar to yours, who will produce a business profile, advertise, market to known industry buyers and investors looking to buy in to your industry, qualify genuine buyers, produce contracts, manage solicitors and accountants for the landlord, buyer, sellers and successfully sell your business

Up front information

Your next question will most likely be What should I do?

The answer is simple. Make it easy for the buyer. Present your business to the market in the best possible way.. Provide all the necessary information for the buyer to make a decision up-front.

Most buyers have a short attention span when it comes to buying a business. If they don’t have enough information to make a decision within ten days of introduction, they tend to walk away.

Here is an example, if we were to compare buying a house to buying a business.

Imagine that you and your partner go to look at a four-bedroom home for sale. You have been searching for a while and are very keen to buy. You meet the agent and he shows you front and back yard and then the living room. You ask if you can look at the bedrooms and he says they are a good size and have ample storage and if you come back he will show you through next week. You get in the car extremely confused. How can he expect to sell the home without showing you the bedrooms and the rest of the house?

The same applies when you sell your business.

Buyers don’t just want to see the front of the shop, office, web-site, or the warehouse. They want to see everything in detail.

In order to make a decision to buy they will need operational detail that includes sales, cost of goods, profit and loss statements, staff roster, weekly wages, current rent, BAS statements, payroll summary, a copy of the lease, the licences, the dealership agreements, the franchise agreement, trademarks, supply agreements and a list of plant and equipment that goes with the business.

The good news is that experienced business brokers know how to do this and will work with you to produce what is needed to best present your business.

If you are worried about confidentiality you should make sure your broker requires each buyer to sign a confidentiality agreement. Once it’s signed it should be sent to you for approval. This way you will understand clearly who is looking at your business. If it’s a competitor or one of your staff you can simply make the decision not to send them your information. Buyers know that when you sign this document you are bound by law to only use this information for investigating a purchase. These forms are readily available from brokers and solicitors.

The truth is, there are too many buyers in the market place. They are looking for businesses to buy and to some degree will pay top dollar if they find it easy to purchase. If it's too difficult and they have to wait too long to provide their solicitor and accountant with full details they will walk away.

Businesses with good cash flows are in demand and there are many buyers in the marketplace. Making the purchase “easy” is an important step towards getting the buyer to pay top dollar.

Golden Rules for Sellers

1. Don’t ask too much.

Buyers will look at many businesses. To make a sale, your business has to be good value for money. Return on investment of money and the time needed to run the business - is everything.

2. Have a Good reason for selling.

After buyers ask what the price is they enquire why you are selling. If you answer “I have been working 100 hours per week my lease is about to end and I cant make any money”, you should be looking at selling the equipment not the business.

3. You need to provide proof of income.

Full tax figures should be readily available with supporting BAS statements. You should be prepared to discuss in detail how the business runs so your broker can explain the best way to handle difficult questions from a buyer.

4. You should be willing to train.

Most buyers will need some assistance in the first few weeks of their ownership. Keep in mind that the higher prices paid for businesses come from buyers new to your type of business. They have to pay for the business's goodwill as they don’t have the expertise to start one themselves.

5. You will not compete.

Any new owner wants to be sure that you the seller will not be competing for market share with them. You can’t sell the business and then start another in the same area.

6. You need provide a complete list of unencumbered plant and equipment sold with the business.

All buyers want to know what they are purchasing in the way of plant and equipment, and most often the fair market value of the equipment. If there are rental agreements in place for security cameras or leased items they need to be informed about them.

7. You will need to provide a full copy of the lease or freehold details to buyers.

Keep in mind that secure tenancy is very important to a buyer’s financiers and banks if money is to be borrowed to purchase the business.

8. You will avoid surprises.

Smoke and mirrors will destroy buyer trust and will send them running, not walking to another opportunity.

9. You should ask agents, brokers, and solicitors: how many businesses like mine have you sold?

It’s important when engaging professionals that they have experience in what is needed to complete your sale.

Preparing your Information Memorandum

A professionally prepared Information Memorandum (IM) is a key document when selling your business and will reduce the need for your involvement in initial meetings with potential buyers.

What is an IM?
In the modern world, an Information Memorandum will be a private website developed by your business broker tailored specifically to your business. It sets out all the relevant information about your business for a prospective buyer, and it’s hard to sell a business without one. Your IM needs to be comprehensive, accurate, and represent the business honestly. Consumer protection legislation requires business owners to disclose all information relevant to the buyer’s decision, including anything that may affect the ongoing profitability of the business. We will help you gather the right information and will prepare your IM in consultation with your other professional advisors.

Contents of an IM

• Executive summary
• Background information. This should include video interviews with you and sometimes key staff.
• Management organisation and control
• Staff infrastructure
• Historical financial information and comments
• Financial performance and outlook
• Opportunities and potential
• SWOT analysis and business plan
• A detailed breakdown of tangible/intangible assets
• Appraisal and or valuation
• Product/service positioning
• Premises, facilities, and lease details
• Marketing materials
• Reasons for sale

For your reference, we have inserted a video in the "Marketing your Business and Maintaining Confidentiality" section which explains all the relevant sections of a memorandum in detail. It is well worth a watch and explains all the steps required to ensure you are ticking all the boxes.

Collating Your Information

There is a lot of information you will need to collate for a Business Broker to be able to completely understand your business and to display it in its best light. We have included a link below to our Information Collection Form which you can use to start collecting the most important information.

One of the most important considerations in selling your business is whether to pursue a Company Share sale or a traditional Business Asset sale. Whichever path you chose will have different taxation outcomes. Typically in larger businesses, Company Share Sale agreements are common as there can be significant Taxation CGT savings for the seller.

Before you make any decision it is very important to consult an expert in company taxation and additionally to seek some basic legal advice. We have had many examples of late of business owners saving hundreds of thousands of dollars in tax simply by doing some basic homework before they start.

Signing a contract to buy or sell a business can be an extremely daunting process. Unfamiliar terms and complex legal language can be a source of extreme stress. For the buyer the contract presents an opportunity to set the road course, or map, so to speak, for the entire business sales process. You can elect to cross certain bridges at certain times, ensuring all the while that you are not put in any situation where you suffer loss or risk. For the seller the contract also represents an opportunity to ensure that the buyer strictly adheres to proper buying protocols such as not speaking to staff, or competitors until after settlement has occurred.

For these and many other reasons it is very important that you use a solicitor who practices business sales often, and who is familiar with the process. Whilst many solicitors covey property transactions daily, few perform business sales on any regular basis. Engaging with a solicitor who understands the process can save you thousands. Conversely, engaging with a solicitor who is inexperienced in this area could cost you a fortune.

When it’s time to decide who to choose, do so wisely. Ask your business broker, or other business owners to recommend a solicitor who regularly engages in Business Sales Contracts.

Before you put your business on the market you need to ensure you have addressed all the legal issues that may arise during the process. Items such as your Business Structure, payment terms, your Lease, licenses and permits, warranties, and restraints of trade should all be considered.

We have provided a checklist (below) courtesy of Frigo Adamson Legal Group in Robina which will assist you to work through these main points.

Michael Adamson - LLB (Hons)

Legal Practitioner Director/Owner

Frigo Adamson Legal Group is a boutique Gold Coast law firm focussing on property, commercial, family law, succession and litigation services. Frigo Adamson Legal Group prides itself on being a friendly and professional law firm that achieves our clients’ objectives. We work hard towards knowing our clients and tailoring our work to their specific needs and goals. We strive to offer the best advice and to realise the best outcomes for our clients and their circumstances and do it always in a timely and efficient manner.

Email: [email protected]
Phone: 07-56619719
Website: www.falg.com.au

If you're considering selling your business, one of the most important items you need to address is the possible Taxation and Capital Gains Tax issues that may arise upon completion.

Choosing the right structure in which to sell your business can make a huge difference to the amount of tax you may have to pay once your business is sold. Choosing whether to do an Asset Sale, Company Share Sale, Hybrid, or and Earnout Sale is an important consideration. In addition, you may be able to unlock valuable Capital Gains Tax concessions.

In this section, we have asked Ben Dean of WMS Solutions to give us a quick overview of some of these issues. Ben is a Chartered Accountant and also a Chartered Tax Adviser. As a special offer to anyone who has purchased this guide, Ben has offered a free 30-minute consultation to ensure you understand some of these critical issues before you go to market.

Ben Dean

Partner

T +61 7 5556 3300 F +61 7 5556 3399 E [email protected] W www.wmssolutions.com.au

A Suite 1401, Level 14, The Rocket, 203 Robina Town Centre Drive, Robina QLD 4226 A PO Box 5287 Robina TC QLD 4230

When you sell your business, your staff should be one of your biggest considerations. Many of them may have been with you for several years. Great relationships may have been formed and it is incredibly important to ensure your staff have a smooth and comfortable transition to a new owner.

You also need to ensure that an incoming owner has the confidence that employee manuals are in place and that all of your employees are on the correct agreements and rates of pay.

In this section, we have asked Paulette McCormack from Fresh HR Insights to give us an overview of some of the important items you need to address prior to going to the market. Paulette is one of Australia's leading HR Consultants. She is a wealth of knowledge and has also offered a complimentary 30-minute session to anyone who has purchased this book.

Paulette McCormack - CAHRI, MER, MHRM

Director

Phone: 0452 471 960
Email: [email protected]

Sound Leases - A key element to creating value in your business

There comes a time when a business owner has to negotiate a lease. And you only get one chance to get this right, because once it’s signed, “That’s it!”

Typically. in the course of your business activities you might have to; negotiate a new lease, assign a lease to a buyer of the business, or take-on an assignment of a lease when purchasing a business.

We have all heard the horror stories, however, most can be avoided with clear thinking and good legal and commercial advice.

So, why would you want a lease? A lease gives you the right to carry on your business in a location and a legal interest in the property for the term of the lease. It gives you the right to trade and most importantly- security.

Profitability is a function of your skill as a business owner and marketer and your accumulated customer base that drives your turnover. When it comes to buying or selling a business, continued access to these established customers is a critical factor in the valuation. It’s a large part of the difference between the cost of starting a business from scratch and the buying price of an established business.

When buying, selling or renewing, the terms of your lease will determine your right and cost of access to these valuable customers. A secure lease, reasonable rent and outgoings will be generally regarded as a valuable business asset. A good lease creates a real value when selling retail businesses. And conversely, a poor lease can devalue what is otherwise a good business. It is important that you read the lease documents carefully and ensure you understand what each clause meant to you and your businesses.

Don’t leave it to someone else. Lease terms vary widely as they are regulated by state and local law – assume nothing, read everything. Buying a leasehold business or starting up a leasehold business is a big financial decision. Legal advice is very important but ensure your solicitor deals with retail and commercial leases on a regular basis. After all, you don’t ask your GP for advice on your toothache, you ask your dentist.

Reviewing a lease

In my experience, when reviewing leases attention should be given to those areas that affect.

Profitability

Security of Tenure

Ongoing liability of a Business Seller

Profitability

Base rent payable under the lease: The amount payable annually is generally fixed, so you at least know how much you will pay for the particular year in question.

Basis for rent adjustments: Rent is commonly increased in line with the CPI each year. Fixed percentage of increases such as 5% to 7% are common in shopping centres. Increases compound each year, so keep that in mind.

Turnover Rent: In some leases there are percentage rental clauses. These clauses usually state the minimum weekly turnover. Above this value, the rent is calculated on a percentage of turnover rather than base rental. It is rare to see this enforced, as the threshold value is usually quite high.

Rent Reviews: It is common to have a rent review at the end of each term of the lease. For example, if you have a three year lease with a three year option, at the end of the first three years the rent can be adjusted to match the rate that is paid by the other retailers in the area. Make sure you know the market rates and are prepared to pay market rent if you have to.

Outgoing/charges: Make sure you know what and how much you have to pay and what they cover. They may cover body corporate fees building insurances, etc.

Electricity Charges: Ask whether your electricity consumption will be charged by the landlord or whether you will have your own account directly with the supplier.

Repairs and Maintenance contributions: Establish your obligations as a tenant.

Break down of Landlord’s equipment: For example, if the landlord owns the compressor that runs your cold room it is reasonable that you are required, to service it. Do you have to put a service agreement in place with a service company to service the landlord’s equipment? What happens if it blows up who pays? - Read your lease.

Cleaning contributions: Are there any required? Who pays for what?

Re-fit clauses: Is there a re-fit clause in the lease? If so when will it need to be done, who can complete such works and who will approve the works? Ask how much is the average spent in the centre on re-fit. You may be surprised. (I currently have a client who is paying $200,000 that is more than two years rent and he has to do it to get a new lease).

Security of Tenure:

Term of your lease: If you are sure that the business will remain profitable for many years the objective is to have a long lease that will increase the net worth of the business from a resale perspective. Banks look favourably at long leases. A short term lease would only be considered if you weren’t sure that the business was going to survive and you could exit the lease at the end of the first term and cut your losses.

The Period remaining of that term: You will need to look at the end date of the term so you know how long is left on the lease.

Whether the lease contains any tenants options to renew: Sadly, few new leases in major business districts contain tenants options periods. This trend appears to have occurred to meet the landlords’ interests.

A lease without tenants options allows the landlord to negotiate from a position of strength, especially if you are at the end of your lease. You either sign a new lease on the landlord’s terms or you move your business. The cost to move your business, reinstate the landlords property back to its original condition (a clean shell in most cases), and to set up somewhere else is expensive and can result in loss of customers and new business risks.

I had a call from Steve. He wanted to sell his business. Steve had bought the retail business two years earlier for $750,000+stock. At the time the business had two years remaining on a five-year lease.

Steve’s purchase contract was subject to a lease extension of an additional five years, but while in a meeting at the time of purchase, the centre manager disclosed that they would not be in a position to renew the lease until it expired in two years time.

Steve really wanted the business and asked if the centre manager could give them some sort of assurance that a new lease would be offered. The manager of the centre delivered a letter stating that if the rent was paid on time and that the business performed inside the requirements of the lease that they would offer a new lease. (This is often known as a Comfort Letter). On the strength of this letter, Steve bought the business.

When Steve called me (wanting to sell the business) he had a new lease offer from centre management. It had a five-year term, rent had been increased by 20% and a demolition clause had been inserted so he would have to vacate with six months notice at any time in the term.

Steve asked me what his business would be worth. It was difficult to tell him, that his business was unsellable due the proposed lease agreement. The business was now a liability as opposed to an asset.

The moral of the story here is that a good secure lease increases the value of your business.

Demolition clauses: Ask whether the lease contains a demolition clause. If a lease provides for demolition the landlord generally must give written notice to the tenant advising that the landlord has elected to terminate the lease. The period of the notice will differ from jurisdiction to jurisdiction and according to the lease terms. If a lease contains a demolition clause, you need to carefully consider the impact such a clause would have on you and your business if the landlord exercised his or her rights under it and whether or not you are entitled to claim compensation from the landlord.

Relocation clauses: A relocation clause allows the landlord to relocate a tenant to different premises. Relocation clauses are, in my experience, common in retail shopping centre leases. If the landlord wishes to relocate the tenant, the lease will provide for the landlord to give the tenant notice about the relocations. The minimum period of the notice will differ between jurisdictions. The lease will specify the actual period and compensation if any. Relocation costs can be significant and include removal of fixtures and fittings, replacing fixtures and fittings, legal costs, etc.

Lessors right to terminate: The landlord rights to terminate are usually set out in some detail in your lease agreement. Common reasons are a breach by the tenant such as not paying rent, outgoings, or trading unlawfully.

Lessees right to terminate: The tenant’s right to terminate is largely dependent on the terms of each individual lease but generally speaking, the right of a tenant to terminate will be very limited. It may be limited to where the property can no longer be occupied because of fire or flood.

Council approval: Enquiries with a town planner, local council, or safe foods authority should be made to ensure that your intended use of the property is and will be lawful. I recently met a business owner who had bought a business that was shut down by council three months after he paid for it because the property was in an area that didn’t have the correct zoning.

Ongoing Liability

Liability: It is also important to establish the ongoing liability of the previous business owner or tenant regarding the lease. It is common practice for leases to contain a covenant that maintains the original Lessee’s liability for performance after a business is sold for the duration of the initial lease term, some state governments have enforced new legislation that helps a new tenant, best to ask your solicitor to be sure. It is also prudent to establish where possible the history of the lessor’s performance as a landlord.

Stock

One of the most common questions we receive in the business sales process revolves around the stock.

Many sellers tend to believe that by running the stock levels down it will make for a simpler and more cost-effective transaction from their buyers come settlement day. In reality, low stock levels can create panic in a business transition phase.

The last thing either customers or a new owner want to see is empty shelves. This gives the impression of a business that is suffering. At the same time, low stock levels make it difficult to make money in the opening week of business.

The best advice we can give is to ensure you take over a business with the shelves full of stock. You will have a lot of work to do in your first week of business ownership. Time will be poor, and stress will be high. If we can remove the problem of having to order large quantities of stock in this process the transition will be far simpler.

Placing your business on the market can be a daunting process. But it doesn't have to be. With proper preparation and planning, and by utilising some specially developed systems, your business can be taken to the market in a carefully planned manner. The entire process can be carried out with complete confidentiality and flow. The video below will provide you with a quick overview of the sales process and explain in more detail some of the important steps that need to be taken to ensure the sale process is completed successfully.

Advertising your Business

At Morgan Business Sales we market businesses on all of Australia's leading business sale websites. This is important because you never know where a buyer may be located. Quite often we sell businesses to buyers relocating from interstate or overseas. If you advertise broadly you are most likely to capture interest from more potential buyers.

Advertising should always be generic in nature and never disclose the actual location or have any actual pictures of the business. Broad location details such as "South-East Queensland" or "Northern NSW" are quite fine to use.

Here's a list of the current websites we advertise all of our businesses for sale through.

www.morganbusinesssales.com

www.businessforsale.com.au

www.australia.businessesforsale.com

www.anybusiness.com.au

www.bsale.com.au

www.edenexchange.com

www.brolga.com.au

www.businessbrokersnetwork.com.au

www.seekbusiness.com.au

www.commercialrealestate.com.au/business/

https://abusinessforsale.com.au/

www.facebook.com/morganbusinesssales/

Google Gold Coast

Google Northern NSW

Google South Australia

Google Central Queensland

Google Brisbane

Google Sydney

Google Melbourne

We understand the need to keep your business confidential during the selling process. All inquiries that we receive on your business are required to complete a confidentiality agreement in full before receiving any information. A copy of the completed agreement will be automatically sent to you, as the business owner, for approval before we release your business information. This will eliminate any competitors or staff from receiving your financials as you have approved the confidentiality agreement. Please see the link below for an example of our confidentiality agreement.

When you’re in the sale process you want everything to be business as usual. If employees or customers are uncertain about the future of a business that’s for sale, they could begin to look elsewhere. It’s usually best to wait until the deal is as good as done before key employees are told of a sale. To help keep things confidential, specific information about your business should be revealed only to qualified prospective buyers after they have signed a confidentiality agreement and have been approved by you.

So who is a qualified buyer?
Someone who can demonstrate:
1) A genuine desire to purchase your business
2) The financial capability to purchase
3) The qualifications and resources necessary to run your business
4) The willingness and ability to complete the sale in good time

Common Mistakes to avoid when selling a business

If you're looking at selling your business there are several traps sellers frequently fall into. Selling a business is complex, and there can be many variables that arise during the course of the sale. Here are just a few of the common mistakes to avoid when you are selling your business.

1) Going to market with the wrong sales price

You only get one chance to make a first impression. There are always plenty of qualified cashed-up buyers looking to purchase quality businesses. The opportunity to attract the attention of these buyers only comes once. It is really important that the first impression you create is of a well-priced business which offers the buyers a great opportunity to be part of something that they can improve and enjoy into the future.

Sellers often ask, "can we price the business high and then simply reduce it as time goes on?". The answer is, of course, yes, but in the process, you lose the opportunity to create that great first impression you were looking for with the buyers who may have been very interested.

2) Engaging with the first buyer who comes along

If you have a solid business there will be many potential buyers who will look at it. Don't be too eager to enter into the first offer or contract which presents itself. Quite often business owners get overly excited at the prospect of a sale and their excitement costs them dearly. To ensure you achieve the best price for your business, it is important to make sure you market the business for sufficient time to a broad spectrum of potential buyers.

Quite often I hear of businesses selling in two weeks, or after just one inspection. Usually, all that this means is that the owner didn't fully explore any other potential offers.

A business sale should never be a race. It should be a calculated, well-organized procurement of every possible lead to ensure you achieve the best result.

3) Ensuring you hold the buyers hand throughout the process

If you think you're nervous when you're selling a business, think about the buyer. Whilst you are about to receive a great payday, buyers are commonly entering into large loans and taking on a huge amount of new information which can very easily lead to frustration, and quite often to nervousness and contracts collapsing.

It is very important to communicate with buyers regularly throughout the process. Quite often I will call a buyer and say "I just thought I'd touch base to see how everything is progressing and to see if there's anything at all you need advice or assistance with". Nine times out of ten the buyers are fine but it is critical that they are nurtured throughout the process.

It is just as important to stay in touch after the sale has completed. Buyers really appreciate your ongoing support and in what can be a huge life change for them it is really important that they know you are available to assist with potential questions or problems.

The Letter of Offer

Once interested parties have inspected your business they will want to make an offer. Much like buying a family home, all offers will be different depending upon the unique circumstances of the buyer. A letter of offer is a non-binding offer made between a buyer and a seller and will broadly address the main issues such as;

• Buyers details and or purchasing entity
• Purchase Price
• Deposit (normally 10% of the purchase price)
• The Settlement timeframe (days)
• Subject to the fulfillment of special conditions such as finance, due diligence, the assignment of leases, and or other agreements.

Letters of offer are built into your Business Information Memorandum, here's an example of one we commonly use below.

Business Sale Contract

When the inspections and negotiation processes approach their conclusion, it is now time to finalise the sale agreement with the help of your advisers. Clearly Outline the precise terms of the sale, as the agreement is broadly based on what was initially framed in the letter of offer.

Even though you’ve already reached an agreement over the heads of terms, be sure to consult with the buyer in the formulation of the sale agreement. And be clear in your own mind of exactly what future liabilities, indemnities, and warranties you are taking on as part of the agreement.

Professional advice is invaluable when it comes to preparing and finalising paperwork in consultation with the buyer. Even if you’ve got this far without professional assistance, it might be worth appointing a solicitor or business transfer agent to help you get the deal over the line.

On rare occasions, buyers will try to renegotiate the price downwards based on something uncovered during the due diligence process.

If it’s something genuinely at odds with the information you’ve already provided, there could be justification for renegotiation – that’s a judgment call to make with the help of your advisers. However, if their reasoning seems spurious, resist their overtures, even if they threaten to walk away.

Once a final price is agreed by both parties, the buyer will sign a binding contract of sale. At this point, the deal is done and all those years of graft and financial investment will finally reap you a well-deserved financial reward!

Business Sale contracts are state based in Australia and must be drafted by use of the relevant forms for each State or Territory. For example, a business in NSW must be sold on the relevant NSW Business Sale contract.

Due Diligence

Due Diligence is the process by which a prospective buyer verifies all the important information they have received about the business they are looking to purchase. This process can take anywhere from a few weeks to a few months. This is also when the buyer, once the contract is signed, can look further into your financials and the way the business is run. This can include customer lists and any contracts with vendors that your business may have.

Before the buyer commits to one of the biggest investments of their life, they will want reassurance that they’re getting what you’ve promised. Any deal agreed in principle is made on the basis of certain claims made about the business’s financial health, physical and non-physical assets and reputation, among other things.

The buyer will, therefore, request to conduct due diligence. This is the process by which your buyer examines your business closely to check the veracity of those claims.

The process involves an inspection of your physical assets (premises, equipment, inventory, and so on), as well as all paperwork (financial accounts, tax records, licenses, employee, customer and supplier contracts, etc).

As a seller, you shouldn’t agree to due diligence until you have agreed on a price and terms with the buyer. The duration of the process is negotiable and generally undertaken in tandem with the preparation of the legal paperwork needed to close the sale.

For clarity, here is a list of information the buyer will probably request evidence of:

• Accounts
• Historic and projected financial performance
• Valuation of property and other assets
• Legal and tax compliance
• Major customer contracts
• Intellectual property protection
• Any pending legal action against the business
• The final sale agreement

The more cooperative you are with the buyer (within reason) the quicker you can close the deal, and the lower the chance of a frustrated buyer pulling out of the sale.

Cooperation also requires preparation, so ensure your documents are up-to-date and in order and your premises in a fit state for due diligence.

Employees Transferring with the Business In a sale

If the purchaser does take on employees, they must comply with Fair Work legislation requirements. These include honouring employee entitlements such as personal leave, existing flexible working arrangements, and parental leave.

However, depending on what is negotiated between the parties, there are certain employee entitlements that the purchaser does not have to recognise. These entitlements may include:

• redundancy payments;
• annual and long service leave;
• unfair dismissal; and
• notice of termination entitlements.

If the purchaser does not agree to recognise these entitlements, the vendor will need to pay them to the employees before the sale of business settlement.

Furthermore, employee entitlements are not the only items that may be transferred with the business. The vendor will need to provide the purchaser with up to date records of the transferring employees. The purchaser must keep these records for seven years. It is also best practice for the purchaser to enter a new employment agreement with the transferring employees. This gives both the purchaser and employees clarity on their rights and entitlements.

If the purchaser does not agree to take on any employees in their purchase of the business, or the employees do not wish to continue with the purchaser from the settlement, then there is no transfer of business under the Fair Work legislation.

This means the vendor will need to terminate all employees of the business and pay for all outstanding employee entitlements on or before settlement. The entitlements that the vendor must pay include:

• annual and long service leave payments;
• redundancy entitlements; and
• termination notice payments.

The vendor will need to provide their employees with written notice outlining their termination of employment. The notice will need to be delivered personally or sent to the employee’s last known address.

Stamp Duty

Stamp Duty may be payable by the purchaser of a business dependent upon the location. Each State and Territory has its own rules regarding the treatment of Stamp Duty.

NSW - On 1 July 2016, NSW abolished stamp duty for a sale of business assets (other than real property business assets). However, a nominal duty may still be payable if the business sale includes a transfer of lease and goods. In NSW, VIC, Tas, SA or NT – NO STAMP DUTY applies to the Sale of Businesses.

QLD - Stamp duty in Queensland applies to business sales and falls under the Duties Act 2001 (QLD). The Office of State Revenue Queensland is the responsible authority. In QLD, stamp duty is payable on the dutiable property, which includes all business assets except:

- Business transfers solely involving debts; and
- Transfers of a supply right, or intellectual property.

The purchaser will have to pay stamp duty when they sign the transfer agreement. The stamp duty is generally payable within 30 days, at the relevant rate. Queensland stamp duty rates for Business can be found here

The sale of your business may be your last big paycheck. It is critically important you have a plan in place for the future. While financial concerns such as a perceived failure to have maximized value from their sale, or the disregard for proper income planning in retirement can certainly come into play, more often than not, the answer lies in their lack of understanding of how to manage their newfound freedom and a subsequent loss of identity and community that their former business provided for them. In fact, only 4% of business owners have a formal, written "life after business" plan — a testament to the lack of post-sale preparation and thoughtfulness endemic in the entrepreneurial mindset.

This should come as no surprise. Many business owners lack the time to engage in outside hobbies and interests. Approximately 70% of company directors take less than 10 days of holiday per year, despite the ability to set their own schedules. In the period leading up to a sale or transition, business owners should dedicate one day each week to experimenting with new hobbies, spending time with the family, or connecting with old friends. A thoughtful transition should be a multiyear process that provides ample opportunity to focus on freedom, purpose, and relationships.

Those who did not devise a plan before the sale can still take steps after the sale to improve the chances of a successful transition. These include:

• Taking time to rest and contemplate
• Reinvigorating relationships with friends and family
• Identifying values that are of utmost personal importance and matching them with appropriate activities
• Revisiting old hobbies or learning new skills
• Engaging in charitable endeavours
• Exercising regularly
• Traveling to places they have always wanted to visit

Developing a short-term game plan can be helpful as well. Choosing a single community activity to participate in, one new skill to learn, and organising an extended family vacation could be a viable start. Simplicity is key, yet there must be enough activity to maintain a degree of the structure, routine, and intellectual stimulation that was present in life before the sale.

During this process, joining a peer group with other post-sale entrepreneurs, or engaging a coach to act as a sounding board is often recommended. Business owners may be used to moving fast, but at this stage, they'll need to learn to slow down. Once they have taken a few months to decompress from the pressure of the sale process, they should find someone to talk with on a regular basis.

For most business owners, there is very little separation between business and life. While this is a necessary mindset to have when navigating the challenges of entrepreneurship, it does make for a jolting transition when it all reaches a ceasing halt. There is life after the sale of your business – and as we have seen many times, the new life you create may be refreshingly fulfilling in ways you never imagined.

The sale of a business isn’t just a financial change. It can enrich your life – and the world around you – in ways that go far deeper than the dollar signs.

Of course, every owner is different, and at a different stage of life. An entrepreneur who is exiting their third company will handle selling with more ease than one who started and stayed to build their company for more than 30 years. The latter will face different challenges and will often accept post sale life reluctantly. The age or health of a business owner can actively dictate what they choose to do after selling a business.

Use of the sale proceeds post-settlement

Most business owners will find a way to be successful after they sell. They’ll tackle life’s challenges with the same vigour that was necessary to grow and exit their business. In order to be successful post-sale, entrepreneurs should take control of their destiny and consider the active use of their time and money as well as the passive use of their money. Active use of their time and money centers on how they want to live. They will choose to be in business, invest in business, or volunteer for a cause they believe in. These options require time and often money (capital), but the owner will control how they spend their time and money.

The passive use of their capital involves ensuring that their estate is protected. Most owners seek to ensure that their family is provided for in the future. Business owners should engage the services of a financial planner or an investment advisor in order to ensure the money they earned in the sale is protected into the future.

Interview with Lloyd Thomas - Senior Financial Planner

Lloyd Thomas is a Senior Financial Planner and Director of Thomas Cardwell and Associates. Lloyd discusses the importance of engaging a financial planner as early as possible when planning your exit strategy.

Lloyd is offering all recipients of this planning guide a complimentary 1-hour financial planning consultation. If you would like to get in touch with Lloyd his details are as follows :

Lloyd Thomas (Dip Fin) – 04011 89004

Email : [email protected]

Managing Director - Thomas Cardwell & Associates

The Exchange

3, 35 Township Drive

West Burleigh, Gold Coast

Po Box 2856 Burleigh BC Qld. 4220

After reading our web book, if you are ready to take the next step, click the link below to schedule an appointment with our team. We are looking forward to working with you.

LEGAL

Frigo Adamson Legal Group - Michael Adamson

Frigo Adamson Legal Group is a boutique Gold Coast law firm focussing on property, commercial, family law, succession and litigation services. Frigo Adamson Legal Group prides itself on being a friendly and professional law firm that achieves our clients’ objectives. We work hard towards knowing our clients and tailoring our work to their specific needs and goals. We strive to offer the best advice and to realise the best outcomes for our clients and their circumstances and do it always in a timely and efficient manner.

Email: [email protected]
Phone: 07-56619719
Website: www.falg.com.au

FINANCE

Robert Anderson - Aussie Business and Asset Finance

Robert Anderson has over 10 years of experience in the finance sector. Robert is a specialist broker for business lending and provides access to over 20 different lenders to suit each clients needs. Member of the Finance brokers association of Australia. Robert can assist with the purchase, refinances, restructure of loans, cheaper rates. Consolidate tax debt and Self managed super funds. Can travel interstate to assist clients.

MARKETING

Birddog Marketing - Simon Cook

Simon has spent 25 years helping businesses create world leading branding, graphic and web design. With a passion for creating websites that don’t just look good but get on page 1 of Google. Simon can help you with all your digital marketing needs.
Birddog – we work like dogs to make your business fly.

Phone number: 0416 217843
Email address: [email protected]
Web: www.birddog.com.au

BOOKKEEPING

Cameo Business Consulting - Belinda Hall

Belinda is a qualified CPA, holds a Graduate Diploma of Company Secretarial Practice and is a member of the Australian Institute of Directors and the Governance Institute.

Phone: 0419 245 996
Email: [email protected]
Web: www.cameobusinessconsulting.com.au

HUMAN RESOURCES ADVICE

Fresh HR Insights - Paulette McKormack

Paulette from Fresh HR Insights has over 13 years in the world of HR/ER. With 2 Masters Degrees, a Law degree in progress and also being a University Lecturer you cannot get a more knowledgeable person when it comes to your employee/ employer matters – and she’s a no fluff down to earth person so you know where you stand.

Phone: 0452 471 960
Email: [email protected]
Website: freshhrinsights.com.au

Morgan Business Sales provides this Information at the request of the recipient. It is provided for preliminary information purposes only to a limited number of parties solely to enable recipients to acquaint themselves with the Business Sales Process.

The Information is distributed by Morgan Business Sales on the express understanding that none of the information contained therein has been independently verified by Morgan Business Sales and no representation or warranty is made nor any responsibility accepted by Morgan Business Sales with respect to the completeness or accuracy of any information contained in the guide. All recipients must rely on their own investigation and judgment in determining whether or not to utilise this information and shall be deemed to have made their own investigation and judgment.