Brokerage Guide

12 Fatal Mistakes You Can Make

When Selling Your Business

There are many potential issues and ramifications associated with buying or selling a business. The most important thing to remember is that professional and legal advice is essential before making or accepting any offers on a business. The information below provides a brief overview of crucial steps to consider when buying or selling a business.

Preparing to sell your business

There are two basic stages involved in selling a business: preparing your business for sale and negotiating its sale with the buyer. Each stage is vitally important.


When preparing your business for sale, consider what the buyer will be looking for and prepare detailed information on your business that will make the decision to purchase easier and the negotiation process simpler.


Speak to your financial and legal advisers to ensure that you have covered all of the necessary steps prior to the negotiation of a deal.

A quick checklist for the seller

The following checklist is a very brief outline of the essential steps that you need to take when preparing your business for sale.

  • Make sure that your financial records are accurate, comprehensive and up-to-date. Work with your accountant and auditor to make certain that everything is accounted for and that all of your figures can be
  • Ensure that all of your legal documents are accurate and up-to-date – these may include leases, hire-purchase agreements, client and supplier contracts, distributor agreements, intellectual property licenses, patent and trademark registrations and employment
  • Identify any assets surplus to or unrelated to the business and take them off the
  • Identify any weaknesses in your business in advance and take steps to address them (eg. renovations, equipment updates, stock levels and so on).
  • Make sure that your client records and details are up-to-date and take steps to reduce your debtors if
  • Decide whether or not you are going to tell the staff prior to the sale. If you are, then formulate your “message” and communication plan to ensure that speculation, rumour and gossip do not have an adverse effect on the

Valuing Your Business

Every business should have on hand a business valuation, which is updated every year. Like a current resume and business plan, a current business valuation can allow you to take advantage of opportunities, protect your family in case something happens to you, and allow you to move quickly when you are ready to sell your business.


It is relatively simple to obtain a valuation of real estate for example, but how do you put a value on a going concern, or machinery, or inventory, or the goodwill of your customers?


A business valuation provides the business owner with multiple facts and figures regarding the actual worth or value of the company in terms of market competition, asset values, and income values.


Before a business valuation report is prepared, the company’s financial statements are adjusted, to remove discretionary items and one-time occurrences, and to bring accounts to current market value.


Once your business’ valuation has been established, set new goals to increase the company’s value over the next year. Every year, you should set time aside to compare the previous years’ valuations to measure growth, losses, and notice where room for improvement is.


Knowing what every component of your business is worth is invaluable information for business owners to have.

Preparing to Buy a Business

As the buyer of a business, you will need to speak to your financial and legal advisers to ensure that they advise you on the quality of the business, as well as the deal.


In conjunction with arranging finance you should research the business and try to gather as much information as possible about it prior to the purchase:

  • Why is the business for sale?
  • What actually is for sale (goodwill, location, customers etc)?
  • What is the current business plan?
  • What is the equity in the brand name?
  • How is the business perceived within the marketplace?

Sources of information will include external sources such as the government, customers, and industry associations, while internal sources will include the seller and employees, and the seller’s advisors. An experienced commercial lawyer can help you with both the research and with assessing the value and attractiveness of the business.

A quick checklist for the buyer

When purchasing a business, your legal or financial advisers must review all of the information available on the business and perform what is known as “due diligence.” This process is critical in terms of highlighting any issues that need to be addressed prior to the purchase, or in some cases, alerting a prospective buyer to the fact that it would be unwise to buy the business and that the business is not priced in accordance with its risk profile.


Some of the items that will be reviewed include:

  • Accounting information and bank records
  • Taxation status
  • Liabilities
  • Compliance with relevant laws and regulations etc
  • Terms of any material contracts
  • Superannuation plans
  • Leave entitlements of staff
  • Bonuses and commissions payable
  • Intellectual property arrangements
  • Property
  • Licensing arrangements
  • Restraint of trade issues
  • Confidentiality issues

What if the business is a franchise?

More and more businesses today are being franchised and many prospective business owners are looking for the relative security and backing of a household name when starting up.


If you are looking to buy a franchise it is important to note that there is specific legislation covering this area, and a number of unique factors to take into account. Some of the questions you may want to consider include:

  • What are the special conditions attaching to this particular franchise? (Eg. restrictions on location, number of outlets, minimum contract term etc)
  • Can the franchise be easily transferred?
  • What on-going support and/or training is available from the franchisor?
  • Has the seller complied with the terms of the agreement completely so that you can “start with a clean slate”?

In Australia, a mandatory Code of Conduct, under the Competition and Consumer Act, governs franchised businesses. The Code encompasses a wide variety of licensing and distribution businesses and it is important to speak to your lawyer regarding whether the Code applies to the particular business you are purchasing and, if so, how to implement its requirements.


Unlike many one-off business transactions, in a franchising situation, the relationship is usually a long- term one and the franchise documentation is inherently complicated.


With an increase in the scrutiny of franchises by corporate watchdogs the ACCC and the ASIC, it pays to ensure that your lawyer is familiar with the requirements of a franchise agreement and how best to look after your interests.

Negotiating the agreement

Once the relevant information has been gathered, reviewed and the sale/purchase has been agreed upon it is time to negotiate the formal Agreement.


The negotiation process can be very stressful for both seller and buyer. In these instances, it pays to have legal advisers assist with the negotiations. They will also be aware of the risks and traps that you can fall into in the heat of the moment.


Disclaimer: The information provided in the document is a general summary and is not intended to be nor should it be relied upon as a substitute for legal or other professional advice.


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