From the monthly archives: April 2007

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Buying or Selling a Business -- Closing the Deal Checklist

A Simplified Checklist When Selling A Business & Closing A Deal - Adjust purchase price This would take care of prorated items such as rent, utilities and inventory up to the time of closing. - Review documents required to be provided by the seller This would be a corporate resolution approving the sale, evidence that a corporation is in good standing, any tax releases that may be been promised by the seller. Check with your local department of corporations or secretary of state. - Sign promissory Note In some cases the seller will financing part of the sale price, so have an attorney review any Note documentation. - Security Agreements These documents may be necessary if you are going to finance your purchase. A Security Agreement lists the assets that will be used for security as a promise for payment of the loan. - UCC Financing Statements These documents are recorded with the Secretary of State in the State in which you have purchased your business. Again, these documents are nece ...

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Selling a Business: Suiting Up for the Spotlight

Preparation for putting a business on the market is like rehearsing for a stage the main the spotlight. When entering the center stage spotlight, both a business owner and a star performer must know their roles, the script, the story, as well as the other major players and the roles they will play. The goal of both are to achieve a certain response for their portrayal of the story from their own specific audience. Whether it be rave reviews for the actor or offers to buy the business for the owner, an experienced director is key to making the presentation a success. Putting metaphoric pros aside, directing and orchestrating the behind-the-scenes activity for the successful sale of a company, is a business brokerage firm. The Business Owner's Role in a Sale Before dressing up the company for its debut, be ready to share its best features, as well as its blemishes. All will become visible under the due diligence spotlight. As in the classic tale, "The Emperor's Ne ...

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When Buying a Business -- Understand the Seller's Position

In the purchase of a business, the end result of negotiation is not winning an argument, but reaching a mutually beneficial agreement between buyer and seller.

The most common mistake people make in negotiation is thinking that their goal is to win at the expense of the other party. Adopting this win-lose approach almost always results in a failed, or less than optimal, negotiation. A win-win approach, where each party gets its needs met, is the most successful way to negotiate.

To better accomplish this end, the prudent business Buyer should understand the Seller’s position, establish a harmonious relationship with the Seller, and pave the way for negotiations which will lead to the successful purchase of a business.

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Selling a Business in Houston -- Surfs Up!

Proper planning for the sale of your business is key to an enjoyable sail into your next adventure in life.

Surfs up! A wave of business buyers has flooded the Houston marketplace looking to take part in its promising future economic growth. Houston is booming and is ranked #3 best Metro Area for business.

Texas is home to almost one million privately-held small businesses with revenues under $100 million and less than 500 employees. As the largest city in Texas, Houston is home to one quarter of those small businesses (Source: InfoUSA) and it is estimated that less than 50 percent have had a change in ownership in the last 15 years. For many of these business owners, developing and executing a timely exit strategy is key to achieving the rewarding outcome they expect.

As 80 million baby boomers around the country move toward retirement, more than 7 million business owners are expected to exit their businesses over the next 10 to 15 years.

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The Closing Table

THE SUCCESSFUL CLOSINGNow that all of the contingencies have been satisfied and removed from the Standard EarnestMoney Contract, it’s time to draft the final closing documents. These documents may beprepared by the Seller’s attorney, Buyer’s attorney or a third party attorney employed by thebusiness broker.The basic documents associated with the transfer of a small business generally include:The Bill of SaleThe Purchase/Sales AgreementThe Promissory NoteThe Security AgreementsThe UCC Financing StatementsThe Bulk Seals AffidavitsThe Board of Director’s (authorization to sell) ResolutionReal Estate Documentation (if appropriate)Lease AgreementsOther Side Bar AgreementsClosing Statements (prepared by broker and/or title company)Based on the agreement between the parties, as stated in the Standard Earnest Money Contract,the above closing documents are prepared and furnished to all parties (and their attorneys)several days prior to closing.Any other minor changes are made and agreed to prior to closing. There shou ...

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Buying A Business -- A Due Diligence Checklist

Due Diligence is the last phase in the buying process. This is the time when you will have access to all of the company's books, records and files. You will have a pre-determined period of time to investigate the information that you have been given so far to verify its accuracy. The goal of an effective due diligence is to validate what the seller has represented and to allow you adequate time to review all of the other key issues of the business. The following is a checklist of information and documents that a buyer may wish to review during the due diligence period. Organization and Good Standing Accounting and Financial Information Physical Assets Real Estate Intellectual Property Employees and Benefits Licenses and Permits Environmental Issues Reports, Studies, Appraisals Taxes Contracts, Agreements, Leases Product or Service Lines Customer Information Litigation Insurance Coverage Vendors, Suppliers, & Profe ...

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Small Business Owners: When is it Time to Sell Your Business?

The Answer -- in a Nutshell: The best time to sell a business is when the business has upward trending revenues, when the industry is in an upturn, when the economy is strong, when there is a multitude of buyers looking for business acquisitions, and when interest rates are low. There are many questions that need to be answered before an informed decision can be made. Is selling the business your best alternative? Will one of the kids want to take over the business? Timing is everything. Is now the right time? You figure that you don't have to sell or decide right now. You are quite busy so maybe you will look into it after.....or maybe tomorrow.....or next year...... Facing the issue of succession or continuation of one’s business is not addressed with much enthusiasm by the average small business owner. But only one of three eventual fates exist for a business: Transfer to family, employee, customer, or vendor Sell to an outsider Close down Although the overwhelming majo ...

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