The Sale Process

We make the process of selling your business as simple for you as possible.  Certified Business Brokers (CBB), established in 1974, is one of the pioneers of the business brokerage profession and is one of the oldest and largest business brokerage firm in the U.S.  We are a founding member of the International Business Brokers Association (IBBA), which is the largest business broker association in the world, and the Texas Assocation of Business Brokers (TABB), the precursor and model used to form the IBBA and other business brokers associations across the country.


As a business owner considering your options for selling, you know about running your business but you don't know how to go about selling it. You need to know:

  • that the confidentiality of your business will be protected
  • you will get maximum exposure to qualified buyer prospects
  • you will receive sound advice in responding to offers
  • you will get the best possible price....and understand what drives value in your business
  • you are choosing the right firm to represent you and why you should choose CBB

You need a reputable business brokerage firm that has a verifiable track record and holds current membership in all the important professional associations because you want their knowledge and techniques current. You want a firm that has a stable history and an experienced team of professionals working on your behalf to maximize the chances for a successful sale.

Our standardized methodology is a system that has been honed and proven for over 40 years. We use automation and modern technology to qualify buyers, execute non-disclosure agreements, to track disclosures to potential buyers, and to give monthly reports to all clients listed with us.

The following is a 9-step overview of what you, as a seller, can expect.

9 Steps to Selling a Business in Houston, Texas

STEP 1: Business Valuations


A pre-sale valuation is the first step in determining if your business is positioned to sell and if a sale would meet your financial needs. It provides you with an objective price range that you can expect in the current market. You may want to know what Drives Value in Your Business.  Check out our Valuation Article to understand the valuation process and what documents would be required.  A crucial step in preparing your business for sale is to Recast Your Financial Statements, sometimes called Add-Backs. The recast statement is a reconstructed representation of the earnings that a buyer would be able to enjoy from the business. 

STEP 2:  Listing Contract

When you decide to engage us, you will sign an exclusive Listing Agreement that gives us the right to represent you in the sale of your business. All information provided to us is held in the strictest confidence, and only communicated to qualified buyer who have signed a Confidentiality Agreement and a Buyer Profile & Financial Statement, which helps us to pre-qualify them.  We make sure they have the funds to purchase your business and the background to run it.   And, this also comes into play if the Buyer is funding the acquisition with a SBA Loan.

STEP 3: PResentation Package to Market Your Business for Sale

Before this phase begins, a valuation of your business would already have been performed. Knowing the value of the business helps determine the most probable buyer, whether it be an individual, a strategic buyer, or a financial buyer. During this initial phase the business profile is compiled. It encompasses the detailed analysis and assessment of the business for the purpose of packaging and communicating its value, its market, its assets, its strengths, its areas that can be improved, its growth potential, and its financial history. The resulting profile is the Message that will introduce your business to the marketplace of appropriate buyers using a systematic methodology that protects the confidentiality of your business.

STEP 4: Screen Prospective Business Buyers

Before receiving sensitive information about your business, CBB works with each buyer prospect by having them sign a Confidentially Agreement and determining if they are qualified financially and/or strategically to purchase your business. We field buyer questions as best we can using the data provided during the info gathering period, contacting you only when required.

STEP 5: Maintain Business Operations While Selling Your Business

During the entire process you are responsible for maintaining or improving the value of your company by tending to daily operations. You are also responsible for providing us with updated financial and operations information so we can keep our marketing of your business current.

STEP 6: schedule meetings with Buyers & Sellers

CBB confidentially schedules all showings at your convenience. An appointment for a buyer and seller to meet is usually made when a buyer is considering making an offer to purchase the business. The buyer would have already reviewed the business profile and financials and received answers to their questions. It is common for sellers to require that all such meetings be during non-operating hours to avoid premature disclosure to employees and customers. This is the chance for the buyer to tour the facilities, ask questions and get a feel for what it would be like to walk in the owner's shoes. However, this meeting is not the time to discuss the price and terms of the sale. A CBB professional will be the liaison for the two parties on that subject.

STEP 7: Present and Negotiate business purchase Offers

CBB will present all offers and facilitate all buyer negotiations. Our goal is to minimize disruption of your dailiy business operations and support you in evaluating offers from buyers.  

Appropriate negotiation is crucial to achieving a successful sale. Half the job is finding the right buyer, the other half is getting to the closing table. The deal must achieve a win for both parties and we have the expertise required to conduct sound negotiations that can make that happen.

STEP 8: Provide Due Diligence Reports and Information

Once a contractual agreement has been entered into between the buyer and seller outlining the price and terms of the sale, the due diligence period begins. CBB coordinates the due diligence process. This is the time when the buyer requests from the seller any documents and materials needed to verify all representations made by the seller are accurate. Depending on the size of the business, a buyer will typically have about two to four weeks to complete this inspection process.

STEP 9: Sell Your Business! Coordinate the closing process 

CBB facilitates the closing process once the buyer authorizes closing activities to commence. We coordinate with the principals and their advisors, landlord, lender, and others to insure that all necessary paperwork is completed on time. An attorney will conduct lien searches, prepare closing documents, such as a bill of sale, note and security agreements, closing statements, and non-compete agreements prior to closing for all parties to review.

Final preparations will be made for lease assignments, utility transfers, financing, merchant service accounts, inventory counts, alcohol or other special license transfers, and any other last minute preparations to make the transfer as seamless as possible. After the closing documents have been approved by the principals, a closing date is scheduled. A formal closing takes place in our office where legal documents are signed, funds are received and ownership is transferred. We realize that you depend on us to guide you through every step.


STEP 10: Tax Consequences OF Selling or Buying a BusinessS

Key Points to Consider

  • You are only taxed if there is a gain on the sale or if income is earned
  • Capital Gains tax rate is almost always lower than Ordinary Income tax rate
  • Both the Seller and the Buyer are required to file form 8594 with the IRS disclosing how the assets of the business were transferred
  • Buyers prefer asset sales, Sellers desire stock sales
  • Buyers want to allocate as much of the purchase price to consulting agreements and highly depreciable assets such as equipment and vehicles
  • Sellers want to allocate as much of the purchase price to goodwill and inventory

Corporate Stock
Most small business transactions are asset sales rather than stock sales. But on the rare occasion when stock is purchased it is treated as a capital gain for the Seller. The gain is calculated by figuring how much the original owners stock is worth (also called the basis) and subtracting that number from the price the Buyer is paying for the stock. You will need the help of your accountant to determine the basis and the gain.

Accounts Receivable
This asset may or may not be included in the sale of the business. Many times it is just as easy for the seller to retain the receivables and collect the accounts after closing. Other times the buyers may want the receivables to satisfy their working capital needs. AR is sometimes transferred for a loss if the buyer negotiates a discount arguing that some of the receivables will be uncollectable.

This asset is normally sold to a buyer “at the Sellers Cost.” Therefore, no gain is realized by the seller for transferring this asset to a buyer. If the Seller decides to sell the inventory for more than they paid to acquire the inventory, then there will be a gain and the ordinary income tax rate will apply.

Furniture, Fixtures, & Equipment (FF&E)
This asset class is called personal property and includes everything tangible that is used by the business. FF&E is treated in one of three ways; (1) Ordinary Income, (2) Depreciation Recapture, or (3) Ordinary Loss. You will need the help of your accountant to calculate the Depreciation Recapture amount if applicable.

This asset class is commonly referred to as blue sky. It is the amount of money that is not necessary assignable to a tangible asset. It is treated as a capital gain for the seller. Obviously the seller wants to allocate as much as possible to goodwill for tax purposes. The buyer wants more allocated to assets that can be depreciated sooner than 15 years. Also keep in mind that it is difficult to find a bank that will lend against goodwill. This will limit the number of potential buyers that are able to purchase the business.

Non-Compete Agreements
This asset class can be the worst-case scenario for both the buyer and the seller. The seller is taxed at the ordinary income rate and the buyer has to amortize the value of the agreement over 15 years. Not to mention that non-compete agreements have inherent flaws to their enforceability.

The purchase price allocation dictates the tax consequences for both the buyer and seller. The goal is to strike a balance that has positive consequences sufficient for both parties to move forward and close the deal. Business owners should involve their accountant early on in the process to avoid unexpected tax consequences resulting from the sale of their business.

For more information about this topic and many others, contact Certified Business Brokers to speak with one of our advisors.