Buying an existing business is one way of getting your new venture up and running. Perhaps a business owner is getting ready to retire and wants to pass her shop to someone new, or you have a strong business plan that you think would reinvigorate an existing enterprise. There are many reasons why buying an existing business can be a good option, such as reduced start up costs and time, an existing customer base and pre-existing knowledge of how the business performs.
However, it’s critical to do your due diligence and make sure that the business you’re buying is foundationally sound – for instance, you may not want to buy a business that has many debts that you may owe or need to collect. Also make a clear assessment of what you are buying: does the business come with the building, or is it still being leased? What equipment and assets will be included? For instance, if it’s a restaurant, will you be able to keep the menu and use the recipes? Will you take over the website and have access to the customer mailing lists?
A business broker is a licensed professional for buying and selling businesses. Similar to a real estate broker, they can act as an intermediary between you and the business owner and help you locate a business to purchase, assess the value of the business and negotiate the purchase. Business brokers typically operate on a commission, so make sure that you find someone who you work well with and trust. Depending on the complexity of the purchase, you may also consider hiring an attorney to help you prepare an asset purchase agreement and negotiate the final terms of the transaction.
Things to Consider
There are many things you should consider before purchasing a business. Some key items include:
Inventory and Assets
Conduct an in-depth assessment of the inventory and other assets – such as furniture, fixtures, equipment and the building – so you can know its condition and value. This approach can also serve as a starting point to determine the value of the business.
Zoning and Permits
Review the zoning for the property to make sure that the business conforms to the building code and that any changes or alterations you plan to make to the building are allowed within the property’s zoning requirements. Otherwise, you may need to make expensive or time consuming changes. Depending on the business type, you may also verify that the business’s licenses and permits are up to date and review any terms or conditions attached to them. For instance, if the restaurant has a liquor license, you will want to find out if it is transferrable to a new owner.
Contracts, Legal Documents and Loan Information
Make sure to receive and review any contracts, legal documents, and loan information that the seller has that may impact you as the new business owner. Make sure you are comfortable with the terms, and assess whether you would be able to either terminate, re-negotiate or transfer ownership to yourself. This review may include items such as:
- Leases for the building and/or equipment
- Contracts with suppliers and for equipment maintenance
- Employee contracts, including information about wages and other benefits
- Amounts owed to/by suppliers or other stakeholders
Reputation and Relationships
Review information that’s publicly available about the business such as whether there have been any complaints with the Better Business Bureau, and how well the business is represented online.
Talk with customers, employees and vendors to get an in-person assessment of how strong the relationships are, how well you think you would work together, and how well the business is doing.
Tax Returns, Financial Statements, and Sales Records for the Past Five Years
Request all financial documents, including financial statements, accounts payable/receivable and tax returns, for the past three to five years. This will help you determine the profitability of the business, if there are any outstanding tax liabilities, and the actual financial net worth of the business. You may need to enter into a confidentiality agreement with the business owner to obtain this information.
Reporting Bulk Sale After Purchasing a Business
If you decide to purchase the business, you will be responsible for reporting a "bulk sale" to the state Division of Taxation. A bulk sale is the sale, transfer, or assignment of an individual or company's business assets, in whole or in part. Assets subject to bulk sale may include tangible property, such as inventory or materials, real property (land, buildings, etc.) or intangible assets, such as goodwill.
Recent Regulations and Resources