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Growing Business

8-Step Guide to Selling Your Small Business

Posted by Clay Baker on Monday, September 23, 2019

Our 8-step guide on how to sell your small business will help you plan and prepare for a successful sale.

Image of business partners shaking hands.

There are a variety of reasons or circumstances that can lead a small business owner to make the decision to sell their business. Whether it’s a planned retirement or an unexpected interest from a buyer, a lot of blood, sweat and tears goes into starting a business, and deciding to sell it is a decision that doesn’t always come easily.

If you’ve never sold a business before, you will quickly learn that it can be a complicated process — both emotionally and logistically. As you prepare to sell your business it’s important to make sure your “house is in order.” Like when preparing to sell a home, you will want to invest a little money and time to make sure your business appears strong to potential buyers. You want a perspective buyer to come in and say, “I can really see myself taking ownership of this business.”

Our 8-step guide to selling your small business will help you along the way as you plan and prepare for this next step in your career.

Step 1: Review your financial records

Review your bookkeeping records with a fine-toothed comb. As you move through the selling process, there will be a lot of eyes on your financials. Lawyers, accountants, business valuation specialists and prospective buyers will all want to see the company’s financial records.

Tip: A good CPA will become your best friend during this part of the process. Work with a trusted CPA who has a lot of experience in business sales to make sure your financials are up to date. Typically, you will need to provide three years of tax returns and financial statements. Also be ready to account for the company’s total income.

Step 2: Create an exit strategy

An exit strategy helps you determine exactly how you plan to leave once you sell your business. Even better than having an exit strategy is having a contingency plan in place. If you find yourself selling your business unexpectedly, your contingency plan will help minimize disruption to the company, safeguard sensitive information and ensure the safety of employees.

Tip: When outlining your exit strategy, be sure to include a succession plan, identify potential challenges or pain points and how to resolve them, and calculate what you need to earn from the sale to cover your personal financial needs.

Step 3: Connect with a commercial banker

When the time comes to sell your business, look to your banker to be one of your trusted advisors. Commercial bankers have gone through the process before with other clients and know the ins and outs of selling a business. Your commercial banker can connect you with professionals like lawyers and CPAs. And they can also potentially play matchmaker. It’s not uncommon for a banker to know people within the business community who are in the market to buy a business.

Tip: Ask your bank if they have a wealth management team that can work with you and your commercial banker to help minimize the tax burden that comes with selling a business. Wealth advisors will also have a network of lawyers and CPAs who have a lot of experience with business sales.

Step 4: Hire a business valuation expert

A big part of selling your business is determining what your business is worth. Expect the price to be three to six times the current cash flow. Where your business falls within that range will depend on a couple of factors, the most important being the current market and industry projections.

Tip: Hire a third-party valuator. Most valuators charge a flat fee, and the investment will help mitigate the risk of a potential buyer arguing with you about the value of your small business.

Step 5: Hire a business broker

If you want to market the sale of your business to the general public or don’t have any prospective buyers identified, working with a business broker can be a good option. A business broker is a trained professional who is skilled in the ins and outs of buying and selling businesses. Hiring a business broker is an investment in the selling process. On average, brokers charge between 5% and 10% of the total sale price. But the investment can be well worth it. Your business broker will help with the valuation of your company, create a prospectus of potential buyers, help negotiate the prices of your business and structure a deal.

Tip: When hiring a business broker, look for someone who specializes in selling businesses that are similar to yours, is willing to offer past clients as a reference, and has good connections with lawyers, accountants and other local professionals.

Step 6: Protect yourself from bogus buyers

One very important step in preparing to sell your business is working with a lawyer to create a non-disclosure agreement (NDA) before you share any information with a potential buyer. An NDA creates a confidential relationship between the business owner and the interested buyer. This creates a safe scenario for the seller to share confidential and proprietary information and protects the business from competitors who may be trying to access this sensitive information.

Tip: You still need to be very careful about how much information you share with a prospective buyer. Even with an NDA in place, there is a chance they could take certain pieces of information, like your customer list, and use that information to their benefit.

Step 7: Hire a good contract lawyer

As you get closer to closing on a deal with an interested buyer, you will need to enlist the help of a lawyer to draft and review the sales contract. If you already have a lawyer that you work with, we recommend that you make sure they are comfortable and knowledgeable in contract law. Depending on whether you hire the lawyer to draft and review the contract or just review it, expect the cost to be anywhere from $500 to $3,000.

Tip: You aren’t legally required to hire a lawyer to draft and review your sales contract. However, it is recommended to at the very least hire a lawyer to review the sales contract and negotiate the terms to ensure that your goals are met and that you get the best deal possible.

Step 8: Get paid up front

When negotiating the terms of the sales contract, the payment terms should be non-negotiable. Receiving payment up front has multiple benefits. Not only does it ensure that you’re able to leave the company according to your exit plan, but it also provides you with the cash to pay fees associated with the sale and ensures that the buyer has the money needed to fulfill their end of the deal.

Selling your business can be a complicated process. You want to make sure that throughout the process your best interests and the best interests of the company and its employees are number one. These eight steps will help ensure you’re poised for success when selling your small business.

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The Author

Clay Baker

Clay Baker

Business Banking Manager, SVP

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