Adams & Co - A Guide to Selling
Selling a business can be a complex and stressful transaction, and it is important you choose the right agent. For business vendors, Adams & Co offer a unique and unrivalled service with over 60 years experience in selling businesses. We are ideally placed to guide you every step of the way.
You will sell your business only once, and it is vital to prepare for the sale carefully. Achievement of the best price starts with pre-sale grooming, and you should begin by addressing the key elements of your operation.
Sales, Costs & Profits
Bring your accounts and trading records up to date. Make sure that you understand the content of your accounts, and can present a clear picture of your operation, with supporting evidence and projections. Are your Gross Margin, Wages etc as would be expected for a business similar to yours?
If leasehold, check that the lease is complete, with any relevant memorandums attached. Attend to general housekeeping of the premises to give the best impression.
Review your staffing levels, contracts etc, and compile a schedule of employees.
There may be other aspects of your business, which require pre-sale grooming, and Adams & Co can assist in preparing your business professionally, in order to achieve the best possible price.
A member of the Adams & Co team will meet with you, usually at the business premises, to discuss the likely sale price of your operation, in the current market. You will need to provide suitable trading figures, reflective of the business to be sold, and ideally a copy of the lease, if applicable. For the majority of businesses we appraise, we would employ a combination of Profits and Comparables as a valuation method. Equally, it may be that your business requires an alternative method of valuation, such as Investment, Development or Depreciation Replacement Cost. Some companies may own a considerable value of assets, and an asset based assessment of value may be more suitable. This can be discussed in more detail when appraising the business.
A comprehensive, and accurate presentation of sales information is vital for the successful disposal of your business. Brochures, advertisements, web presence and digital campaigns are carefully constructed to professionally present the business and attract buyers, without identifying your specific business. Your business may require bespoke documentation, or possibly a corporate Sales Memorandum, or a microsite complete with data room. The marketing and promotion of your opportunity will be tailored accordingly.
This is an opportunity to ‘sell’ your business to the prospective purchaser. Be well prepared, have your accounts available, and be positive about your current success, and the future potential for the business.
An accurate valuation at the outset will allow a more efficient negotiation process. Adams & Co have many years of experience in price negotiation and are proficient in obtaining the best price.
This can involve a number of steps, and professionals, depending on the type of transaction. Adams & Co will ensure all parties are kept informed, and look to resolve potential problems promptly. A typical transfer is likely to include the following elements.
1. When legal representatives have been instructed, Adams & Co will issue a Memorandum of Intended Sale & Purchase to all parties directly involved in the transfer.
2. The Seller’s solicitor will verify title, prepare the draft contract, and request the Seller complete the relevant CPSE documentation, (Commercial Property Standard Enquiries), dependent on the type of transaction i.e. Leasehold or Freehold.
3. The completed CPSE forms, the contract plus all other documentation supporting the transfer will be sent to the Buyer’s solicitor. These may include, but not be limited to,
- i) proof of title and/or a copy of the lease complete with any memorandums,
- ii) a detailed plan of the site and property,
- iii) an inventory of Fixtures & Fittings,
- iv) a staff schedule. TUPE (Transfer of Undertakings Protection of Employment) Regulations may apply and need to be considered,
- v) an EPC (Energy Performance Certificate). Adams & Co can advise whether an EPC is required, and, if necessary, commission a suitable provider on your behalf.
There are likely to be further enquiries raised by the Buyer’s solicitors- these may attract disbursements i.e. office copy registers and plans, planning permissions or building regulations.
4. If the business sale includes a leasehold interest then the landlord will require references for the prospective new tenant. Adams & Co will request these on behalf of the buyer for submission to the landlord for approval.
5. Once the Buyer’s solicitor is satisfied with answers to enquiries, and any search results, providing the terms of the contract have been agreed, the parties will exchange contracts. Simultaneously, solicitors will be concluding the transfer of the lease where applicable. It is usual, at exchange, that a deposit is paid over to the Seller.’s solicitor. Both parties are now committed to the transfer.
6. The Seller’s solicitor will approve the Transfer Deed from the Buyer’s solicitor, and give undertakings regarding any mortgages. Completion will then take place when the balance of money is received.
Key points to a successful sale
Prepare correctly - up to date information, presented in an orderly manner, will keep the sale moving smoothly.
Present it right - professional and organised.Price it right - too high and it won’t attract interest, too low and you are throwing away money.
Choose the right agent - Adams & Co have many years of experience and will provide advice and guidance every step of the way.