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How to sell a business when you’re self-employed

Whether you’re considering it by choice or necessity, it’s important to understand how to sell a business when you’re self-employed. Getting the best financial return from a sale can make a huge difference to your life, as can failing to meet your legal, contractual and tax responsibilities.

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How to value and advertise your business

A realistic business valuation is important for your expectations and planning, as well as setting a viable price likely to attract potential buyers. There are different ways to estimate the market value of your company, depending on your size, industry, and other factors.

Any business will only be worth what someone is willing to pay for it. But you can get a valuation or calculate one yourself based on annual turnover, adding up the value of existing assets, or working out the cost for someone to set up a similar venture from scratch.

Another option is to work out the value of company shares compared to earnings for a limited company (your price to earnings or P/E ratio), or to calculate your discounted cash flow, by estimating what future earnings and dividends will be worth, which works for more stable and predictable industries.

Enterprise value (EV) includes business equity and debt alongside a market valuation, and is often quoted for hot start-ups and big mergers or acquisitions, along with Earnings Before Interest, Taxes, Depreciation, and Amortisation (EBITDA).

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Finding the right buyers and negotiating a sale

It’s a good idea to find a few prospective buyers for your business, as your initial deal may fall through for various reasons. Due diligence on each of them could include references and credit checks to ensure they’re viable new owners with the funds available to complete the acquisition.

Be prepared for negotiations to take time and potentially some amount of compromise on behalf of both parties involved. If you’ve started and built up your own business, it can be difficult to let go emotionally, as well as from a practical standpoint.

Buyers will often want to negotiate your initial sales price, so it’s important to know the minimum amount you’ll accept before starting discussions. Ensure everything is recorded in writing, along with providing confidentiality or nondisclosure agreements to protect your business.

Try to focus on the priorities of your buyer, and what will be most valuable to them. If they already own a business, there may be advantages or synergies that will come from the acquisition.

There’s no binding commitment until the sale is completed, so don’t feel pressured by buyers or brokers into accepting a sale which you’re not happy with. Unless there’s an external reason to sell as quickly as possible, you can take the time to achieve a deal which is satisfactory for everyone involved.

The negotiations and documentation should also cover deadlines, and contingency plans if the sale isn’t completed for some reason, along with relocation or redundancy terms for any employees.

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Documents required to complete a business sale

Once the sale has been agreed in principle, you’ll need to go through the required documentation to complete the transaction. Even if you’re selling to family or close friends, it’s important to check contracts to ensure everything is in place as expected, and there are no surprises or errors.

A solicitor will help you to review all of the agreements, which include:

  • Purchase and sale agreements: Covering the terms of the sale
  • Lender documents: Required to be included and reviews if the buyer is borrowing to fund the purchase
  • Lease agreements: Covering any existing premises or equipment
  • Bill of sale: Transferring the business assets to the buyer
  • Non-compete agreements: As part of the sale, you may need to agree not to start any new business or venture in competition.
  • Payment plan: You may have agreed to receive payment in instalments.
Selling assets from a self-employed business

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