Your Small Business, For Sale

If you’re Joyti Bansal, you’re pretty happy these days. Your company, AppDynamics was just purchased by Cisco for 3.7 Billion dollars! As a Colorado small business owner, Cisco might not by eyeing your company for acquisition, but there could still be time when you might want to find a buyer for your business. This post will discuss some legal issues to consider, thoughts on establishing a value, and tips on finding a buyer in preparation for listing your small business for sale.

Legal Issues to Consider When Selling a Small Business

There are a plethora of legal issues to consider when selling a small business, but one of the first you will face is the form of your business. The sale of a C-corp transpires in a much different manner than an LLC. If your company has issued stock, there may be provisions that restrict how that stock can be sold. If you have partners, your contract with them may include clauses about when, how, and to whom you are permitted to sell your share. If you are considering the sale of your small business, one of the first things you should do is obtain a legal review of the business. Your Colorado small business attorney can help you determine how existing contracts or encumbrances will affect the sale, and make suggestions about the best way to proceed.

Other legal issues include the transfer of licenses associated with the business, any leases or equipment contracts you may have, the wording of the sales contract, non-competition concerns, non-disclosure agreements, tax implications, and current contracts with employees and customers. While there are several professionals you will want to enlist as you plan for the sale of your business, your business attorney is probably the first person you should talk to.

Establishing a Value for Small Business

Once your are clear about the legal details of selling your business, you will want to obtain input on the potential value. It is common to value a business as a multiple of annual cash flow. On average, the multiple is two times the annual cash flow, but this figure changes depending on the volume of cash. For example, if the annual cash flow is below $100k, you may get offers slightly below $200k. If it is above $500k, you may see offers closer to $1.5 million. Of course, cash flow valuations are dependent on market considerations – will the business continue to perform well moving forward, or are their indicators that sales may decline?

If cash flow isn’t a good measure of the value of your small business, there are several ways for establishing a value for your small business. The Small Business Administration (SBA) provides some definitions on the most common methods:

• Capitalized Earning Approach: This method refers to the return on the investment that is expected by an investor.
• Excess Earning Method: Similar to the capitalized earning method, except that it separates return on assets from other earnings.
• Cash Flow Method: This method is typically used when attempting to determine how much of a loan the cash flow of the business will support. The adjusted cash flow is used as a benchmark to measure the firm’s ability to service debt.
• Tangible Assets (Balance Sheet) Method: This method values the business by the tangible assets.
• Value of Specific Intangible Assets Method: This method compares buying a wanted intangible asset versus creating it.

Your accountant can help you establish a valuation based on these models, and give you feedback on which model makes the most sense for your type of business. In addition to the straight forward number crunching your accountant may be able to discuss other business valuation standards that will help you arrive at a fair price.

Finding a Buyer for Your Small Business

There is an abundance of companies willing to take a percentage of the sale of your business in exchange for help finding a buyer. Not all of them are entirely scrupulous. If you are going to pay for help finding a buyer, you should consider asking your attorney for advice about a reputable firm. If you need help with resources for valuing you small business, or finding a buyer, or if you would like help with a legal review of your business in preparation for listing your small business for sale, contact me, Elizabeth Lewis, at the Law Office of E.C. Lewis, P.C., home of your Denver Business Attorney. Phone: 720-258-6647. Email: elizabeth.lewis@eclewis.com

Real Estate Services for Business Owners

Elizabeth Lewis provides the following real estate law services to small and medium sized business owners in Denver and throughout Colorado:

• Commercial real estate purchases
• Legal review of commercial real estate leases
• Protecting your assets