By Justin Berman, Co-Chairman at Cresset, and Founder of Berman Capital Advisors
For business owners contemplating a sale, there are a tremendous number of things you need to know before selling a business, including what the company is worth, the motivation for the sale, how and when to inform key staff, who is in charge of the transition, how will the transaction affect the culture of the combined firms, and strategies to minimize income and estate taxes. So much so that it can feel overwhelming at times. Beyond the countless decisions to be made, you still have a business to run, and run well, if you are going to get the best possible offer for your firm.
I’ve worked with hundreds of business owners over the years to help them put all the pieces in place for a successful exit. Of course, I’ve met many more after the fact, and inevitably they have a litany of things they wish they would have done or considered prior to selling. Without the right team at your side to guide you through it all, it can feel suffocating.
Here are the 6 most common things Business Owners should know before exiting and selling a business.
- Get the whole team … and the right team … together from the start: For most business owners, forming a team begins with the right lawyers (both M&A attorneys and trust and estate attorneys) and a qualified accountant. More importantly, you need a single point of contact to bring it all together. That can be an advisor or firm with deep experience in helping business owners through the entire process and who can run point on the bewildering number of steps that must be taken. If the right team is not in place and well-coordinated, if you only work with your M&A attorney, for example, your accountant will no doubt come to you after the deal is done and point out what would have been more advantageous after the fact. We are talking significant money potentially left on the table. Yes, the fees are likely to be more to hire the right team, but it will be worth it in the end. You don’t want to be “penny wise but pound foolish.”
- Utilize your estate tax/gifting exemption while you can: If you are considering selling your business in the next few years, now may be the time to make the most of estate tax/gifting exemptions by transferring company stock and other assets to loved ones. The current exemption amounts ($12.06 million for individuals and $24.12 million for married couples in 2022) are set to sunset at the end of 2025. Private business owners have the advantage of being able to utilize leverage on their gifting because they are dealing with private company stock. This strategy can get complicated, so work closely with a qualified advisor to ensure it is done correctly.
- Transfer assets to states without income taxes: As you approach a sale, explore ways to transfer part of your business to other jurisdictions, including to states without income taxes, such as South Dakota and Nevada. Sometimes, the equity value of a company is not defined to the actual location of the business. Therefore, creative planning can pay significant dividends from an after-tax perspective.
- Make the most of your company structure: How your company is structured can have an enormous impact on the outcome of a sale. For example, if you own C-corp stock, you might qualify for a Section 1202 exclusion, also called the Small Business Stock Gains Exclusion, which could mean eliminating up to $10 million in capital gains tax from the sale of a business. Further, if you’ve given stock to family members via a trust transfer, each individual trust could qualify for the exclusion. The point is to fully understand the legal entity of your company and the potential benefits it can provide as you approach a sale.
- Seek buy-in from your employees: Make sure you bring your employees into the loop regarding your exit plans at the right time. If you don’t, and some people are kept in the dark as to your plans, it can be damaging for morale. You don’t want that when trying to get the highest value for your business. You want to reward your team and get them excited about what’s to come. Any potential suitor will want that as well, and it can derail a sale if key staff leave or are disincentivized. So, bring your team into the conversation when the time is right and give them an incentive to be all in.
- Don’t wait for the absolute perfect opportunity to sell: If your business is growing and you believe that it will continue indefinitely, that’s great. Know you are in the driver’s seat and well positioned. Just don’t let that trajectory lull you into inaction. By that I mean, there is never a perfect time to sell. If you continually wait for your company to be just a little more profitable, to grow a little more, you’ll never sell. Pull the trigger when it feels right for you and your team. Look beyond the monetary value of the business and the proceeds to come your way and weigh your time horizon to enjoy the fruits of your labor and achieve a greater purpose. If you only focus on maximizing to the last dollar, you will eventually be disappointed. What do you want the proceeds of the sale to do for you, your family, your team? Let that be what guides why, and when, you sell.
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