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Below are frequently asked questions and their answers. The questions are sorted into business sale questions and business acquisition questions. Please read the questions and their answers. If you can’t find an answer for your question, please email or call us.
Hardly any other forms of trade have as many possible problems as business sales and acquisitions. All parties are easily able to ruin the whole transaction.
Finding a suitable buyer or target business is the first problem. The problem is not just learning where and how to find them. It is at least as problematic for the buyer to recognize that this is the opportunity they’ve been looking for, or for the seller to be sure that this is who they want to sell their business to. Well written and trustworthy information presented in the right way and at the right time is the solution to the aforementioned problems. For this, it is necessary to at least going through a lot of trouble and often money is needed as well. A good result rarely comes about by itself or for free.
Too often the problem is that the business hasn’t been prepared for being sold at all. A business might include a great number of assets and its documents and offices might be in a mess. Rushing is not part of a successful business sale, which means starting late is a considerable problem even when it comes to a great business. A business sale should not include bickering, misleading, withholding information or last-minute demands either. These can easily shatter any trust between the parties. Without trust a sale can only go through with a very low selling price. The book Arvokas yritys, näin pidät yrityksesi myyntikunnossa provides guidance on how to prepare for selling your business. The book is sold out, but can be borrowed at libraries.
Another effective impediment for the sale to go through is a poorly justified price. A lack of realism and emotions are not suitable elements in a valuation. You can order the most realistic valuation here. The book Arvonmääritys yrityskaupassa provides practical valuation instructions. Read more about the book here.
Everything begins with the right attitudes. If you’ve never been part of a business sale or acquisition, you should take the advice of experienced professionals seriously. A business sale or acquisition can’t be compared to any other form of trade, and even a very experienced entrepreneur is just as much a novice as any other first-timer. A business sale or acquisition is often the most significant transaction of one’s life and a unique event. This means there is no opportunity to practice. The seller only has one business to offer, but the buyer has options. Many sellers are even forced to sell their business, but no buyer is forced to buy anything. One should enter negotiations with the right attitude.
Financing is a significant issue in business acquisitions. A profitable specialist company doesn’t often have any real assets suitable as collateral. This means the buyer must be wealthier than normal in order to arrange collateral for a loan. A less profitable engineering workshop does have assets suitable as collateral, but not necessarily the ability to make enough money to pay back a loan. In addition to contacting your own bank, we recommend turning to Finnvera for financing.
Another problem is the execution of the sale or acquisition and contracts of sale. Poorly planned structure and timetable of the sale put together with ineptly written contracts of sale form such a risk that the whole sense of the sale becomes questionable. The end result could be virtually anything and is almost always at least a disappointment. In the worst case there is no other choice than to revoke the sale and refund the buyer. Tax implications can also come as a shock if one lacks the needed expertise to find out about them beforehand. In the event something goes wrong, a well written contract of sale is a clear guideline for what to do next. Thus, surprising situations don’t necessarily have to lead to disappointments.
Almost all potential problems in business sales are avoidable with the help of an experienced business broker.
In an asset sale, the buyer acquires the business’ assets, such as the right to run a restaurant in rented business premises and the required equipment, staff, machines and appliances. The buyer must own a business, to which the assets are added. It’s like moving business operations to a new home. Assets sales are often safer for the buyer, because only the agreed assets are bought, which means there are few surprises.
In a stock sale, one buys the whole business with its assets, debts and responsibilities. No one can be completely sure what the transaction brings with it. It can be so called hidden responsibilities, which come to light later. When a change in stock ownership occurs, there isn’t necessarily any change in the business or its operations. If you buy Nokia shares on the stock market, nothing changes in Nokia. If you buy Nokia’s assets, you’re in the headlines.
The seller always gets the money. Even if a seller owns all of a limited liability company’s shares, they do not own business operations or the acquired assets personally. They are owned by the limited liability company. Thus, it is always the company that sells business operations and assets, not the entrepreneur, and the proceeds of the sale go to the company.
When shares are sold, proceeds, taxes and sales expenses are all handled personally by the seller. The seller always receives the proceeds and pays sales expenses and taxes. This division does not exist in private entrepreneurship, as private entrepreneurs don’t have businesses independent of the entrepreneur, which means the entrepreneur always is the seller and that selling business operations is the final act of the business.
In terms of taxation, it is generally more attractive for the seller to sell the shares. In terms of taxation and financing, it is better for the buyer to buy assets, which means it isn’t possible to achieve and ideal result for both buyer and seller. Luckily business sales are affected by other things, which are discussed next.
In general, when a business’ shares are sold, the business’ different contracts and agreements aren’t affected. If assets are sold, these need to be renewed, as the other party is changing: the selling business is no longer part of the agreements or contracts. However, there are several exceptions:
Employment contracts aren’t affected. They continue as normal no matter how the transaction is executed and no matter what the buyers and sellers agree upon. Changes of ownership are not legal reasons to terminate employment contracts.
Financing agreements often come with terms that the financier can terminate the agreement and demand payback on the loans if a change of ownership occurs.
Leases for business premises are transferable without the permission of the lessor unless otherwise agreed in the lease. This also applies to asset sales despite the lessee changing.
In general partnerships or limited partnerships, sellers aren’t automatically relieved of responsibilities even if they sell all of their shares. In these cases, agreements and contracts must always be transferred and responsibilities relieved separately.
It is very important for both buyer and seller to familiarize themselves with the terms of the agreements and contracts required in the business before executing the sale. Professionals call this familiarization legal due diligence, or DD.
With the business’ future success in mind, a rule of thumb is that it is more sensible to sell the shares if the business has many important agreements and contracts, which would all have to be renegotiated after an asset sale. There may be other reasons for acting otherwise.
When it comes to partnerships, it is important to understand that the buyer normally becomes personally responsible for all debts after buying the shares. However, if the creditor isn’t aware of the change of ownership and the termination of the seller’s responsibilities, the seller is responsible for all old debts and can even be responsible for debts of the new partner. For this reason it is essential to make sure that the trade register is immediately notified of the change of partner.
Often it is better to transform a general or limited partnership into a limited liability company before selling the business’ shares. Successions and conveyances are easiest and cheapest in limited liability companies.
A good valuation is realistic. A good valuation is always based on a situation, where the sale or acquisition is actually possible. Making a realistic valuation is impossible only by using the business’ financial statements.
At the very least, information about a potential buyer, their motives for buying a business and their ability to pay, the intended manner of executing the sale, fresh information about the business’ finances and adjusted financial statements is needed. In addition, a good valuation takes into account the business’ likely near future, its plans, replacement investments and the business’ prospects. At the same time, the likelihood of achieving these is evaluated. In addition to the aforementioned, the final selling price is affected by available financing. A good valuation also takes the following into account: how and to what price the acquisition is paid back to the financers.
A good valuation is recognizable from the aforementioned qualities and from that the selling price is close to the valuation. Other valuations are not worth using, because incorrect or unrealistic valuations lead only to incorrect conclusions. For instance, a seller can receive a valuation considerably lower than the fair value, which leads to them terminating a viable and valuable business instead of selling it. An unrealistically high valuation, in turn, gives the seller unnecessary work hours and dreams, as the sale won’t happen at that price. Even a good business usually suffers in this situation, which lowers its fair value.
A valuation should always be made by a professional, like a business broker, who works full-time with business sales. They have the required knowledge and experience of what it is possible to get in a business sale or what one should pay for a business at the most. If no sale is made, the broker goes broke. For these reasons valuations made by business brokers are very often the actual selling prices or very close to them.
Read more about valuations here.
In the process of a business sale, the business broker works for a successful sale. Whether the client is a buyer or a seller, experience indicates that an agreement can’t be reached if one party’s terms and interests are bullheadedly favored even to the harm of others.
A successful business sale is permanent, conflict-free and satisfactory to all parties involved. If this isn’t the case, it probably won’t be permanent or conflict-free.
It is important to remember that the buyer, seller and financers aren’t each other’s enemies or even opponents per se. However, in badly managed sale processes they might become just that. Initially, they all have the same truly shared goal: to execute the sale.
The buyer doesn’t have to buy the business and the financer doesn’t have to finance the acquisition, which means that a seller should listen closely to them in order to sell their business.
The broker’s job is to find the best possible buyer for the business being sold and the best possible business for the buyer. This doesn’t mean the cheapest business. It is a mistake to think that the buyer wants to buy the business for as little as possible and sell it for as much as possible. This type of thinking doesn’t result in any sales.
The buyer won’t buy the business even for a ridiculously low price if they don’t believe that it can survive the future or the terms of the sale are otherwise unreasonable. The price is one important factor among others. The seller won’t accept a high price either, if they don’t believe that the buyer is able to pay the agreed sum or escaping liabilities related to the business seems uncertain.
The broker’s job is to draw up an agreement and manner in which the sale is executed that sufficiently take into account the demands of all parties no matter who the broker’s client is. This is the only way to ensure a permanent and conflict-free sale.
The only party in a business transfer who earns their living from the transaction is the broker. For this reason, it is much more important for the broker what kind of reputation they receive from the sale.
Some sellers become buyers after the sale and buyers sell their businesses in time. The image of the broker’s work and expertise the aforementioned are left with is imperative to the broker’s own success. A financer who is satisfied with the acquisition is happy to finance future acquisitions brokered by the broker. For these reasons the broker works for successful sales and acquisitions for all parties involved.
Contact our broker and let them know what kind of business you’re looking for and ask them to check if there is one quietly for sale. If there is, the broker won’t tell what business it is, but they will send your contact information to the broker in charge of that target. That broker will contact you and tell you if it is possible to proceed.
Targets quietly for sale generally already have a potential buyer and ongoing negotiations, which means new negotiations won’t be started. If it is possible to proceed, the next phase is signing an NDA. After that, you’ll find out the name of the business. Brokers don’t list which or even what kind of businesses are quietly for sale. They respond solely as stated above.
Preliminary advice and confidential discussions about different options with a Suomen Yrityskaupat representative doesn’t cost anything, which means it is a good place to start, whatever the situation.
Just as any selling or trade causes expenses, the same applies to changes of ownership. The expenses of business sales can be divided into seven phases:
- expenses of preparing for a change of ownership
- expenses of preparing the business sale process
- expenses of preparing the sale
- expenses of marketing and sales work
- expenses of arrangements after the sale
- expenses caused by a failed sale
A business sale is generally the biggest transaction of an entrepreneur’s career and a business is exceptionally difficult as merchandise. Investing in preparation of the sale and expertise are investments, which the sale won’t go through without. The expenses of a failed sale are always higher than the expenses of a successful one. It is not worth it being cheap or freewheeling in a business sale.
A business sale requires many kinds of preparation. The business’ internal and the owner’s personal preparations for a change of ownership take time and cause expenses, but are necessary to achieve a good result.
Typical preparations are delegating the owner’s work to employees, lightening the business’ balance sheet and reorganization of the business such as demergers. These actions often have legal or tax related implications, which means using an auditor or a lawyer is well-advised. The expenses differ from case to case, and a well-run business doesn’t necessarily have any at all. That kind of business is always ready to be sold.
Before a business can be sold, it must be transformed into a sellable product. No one buys anything without a good label, and nothing without a good label can be sold. Writing quality material costs and requires professional skills, but is essential in terms of successful communication. Buyers and financiers won’t be interested in the acquisition or be able to execute it if the material isn’t good and sufficient to its content.
When a business is sold by a professional, many kinds of evaluations are made: the business’ price to different buyers, the manner in which the sale should be executed, marketing methods and the best buyers. Based on these, the required material is created for each sale project. The expenses of preparing a sale are generally 2000 to 5000 euros.
Marketing, actual sales work and negotiations take on average 10 months before the sale is completed. Naturally, the expert is paid for their time. When a sale is completed, expenses are generated from possible tax related issues, contracts of sale, contracts, prenups, stakeholder agreements, applying for financing and calculations related to these as well as leading and supervising the process.
If all these services are bought separately from different experts, even the expenses of small sales can become notably high. Consolidation is advisable. Suomen Yrityskaupat Oy executes the whole process with expenses of on average 4–6 % of the selling price. Single services, such as applying for an advance ruling on taxation, are negotiated and invoiced separately.
After a sale is completed, there are naturally tax expenses. In some cases there are expenses related to the takeover for the buyer. If everything goes as intended, there will be no other expenses. However, if there are conflicts during the sale or the acquired business runs into problems, the expenses are just beginning. This is why only a successful sale is worth pursuing and really investing in.
We don’t. Information provided by buyers is only shared with sellers who they have made NDAs with. The buyers leave their information with us confidentially and only to be used for finding them a suitable business. It is also illegal to share their information.
A non-disclosure agreement (NDA) is an established convention is business sales and acquisitions. It is made between the person or company interested in buying the business and the seller.
It has many benefits. For instance, when you buy a business through us, you obtain the NDAs made by the business. This is how you can be sure that non-successful buyers keep trade secrets. Both the buyer’s intention to buy and the seller’s intention to sell are normally confidential pieces of information. The seller, who leaves the business, must also commit to this.
The seller protects his trade secrets with the NDA. This is also to the benefit of the buyer. In many cases just the intention to sell is confidential information. Although all businesses in principle are for sale, when the price is high enough, the knowledge that a business is actively being sold can cause unnecessary unrest in for instance the business’ employees or partners.
This kind of unrest is also unnecessary, because a change of ownership generally means continuity and growth for business operations. One should worry more about businesses that have old owners, but are in no way preparing for changes of ownership. Ownership will change anyway, either controlled or suddenly and unexpectedly.
Selling a business with the help of Suomen Yrityskaupat takes on average 10 months after the start of the commission. It takes much longer for those selling their business themselves and the success rate is lower. Many factors, including chance, affect the duration. Selling very specialized businesses usually takes longer than for instance conventional restaurants.
Well prepared is half sold. Material prepared by a professional notably speeds up the sale, because it in itself is a good base to use when applying for financing. Suomen Yrityskaupat’s selling material has been developed in cooperation with the largest banks, which means the banks instantly receive the basic information they need for making financing decisions.