STEPS TO BUY A BUSINESS

 Consultation

Once you made the decision to purchase a business, the next step is to contact Abalaris Business Ventures. We will conduct an in-depth consultation, taking into account factors such as experience, education, interests, skills and resources. Based on this information we help you identify the types of businesses that would be the best fit.

We also guide you in the preparation of the financial documentation necessary to acquire a business, including the proof of funds and the Buyer’s Financial Statements, which are necessary to ensure that your offer be considered by a business owner.

 Prep Phase

We discuss in detail the most common factors to consider when purchasing a business depending on the industries that have been identified. Factors including sales price, proof of funds, formation of a new legal entity, type of contingencies, assets included in the sale, trade goods inventory, business fictitious name, management of A/P and A/R upon sale, possible licenses and permits, restrictive covenants, due diligence period, lease assignments, closing cost allocation, franchisor approval, environmental inspections, agreeing on closing dates, transaction attorney compensation, and post-closing business transfer. You can then make sure that you have all your “ducks in a row” to proceed with the business search.

 Search Business

We examine businesses available for sale to find those which best comply with your requirements, including businesses listed by other Brokers. Once we have signed Buyer’s representation agreement, we also perform a prospecting and marketing campaign to identify businesses not listed for sale.

 Qualification

We refine our search by qualifying the businesses we have identified as of interest. We will conduct additional research in order to eliminate those businesses that raise red flags or might not be a good fit.

Initial Review

We provide you with general, non-confidential information of the business including a brief description, years established, sales price, yearly revenues, inventory, value of equipment, seller’s discretionary income, number of employees (including full time, part time and number of managers), and when applicable, how many years ago it was acquired by current owners, etc.

 NDA

If you decide that you are interested in learning more and visiting the business, you will be required to sign an NDA (Non-Disclosure Agreement). The Seller needs to ensure that you are a serious, qualified Buyer and not a competitor. Together with the NDA, we will submit the proof of funds and the Buyer’s Financial Statements before authorizing the release of confidential information, such as the business name and location.

 Visit

Once the Seller’s authorization has been obtained, we proceed to coordinate a visit to the business location, including an initial general conversation with the Seller.

 Negotiation

If you decide that this is the business you would like to acquire, we assist you in preparing an offer which must be reviewed by your attorney. We present the offer, and professionally and expediently assist in reaching a win-win agreement for both Buyer and Seller. Expect a back and forth between your and the Seller’s attorney. Once the final version of the offer has been signed by both parties, the business will be under contract.

 Due Diligence

During due diligence period the Seller will provide you with any and all information you require and you will conduct a thorough inspection of the business, which will vary depending on the industry. Some of the most common items to review include:

  • Equipment and machinery: Ensure that they are in working order. If not, negotiate repairs before closing.
  • Your accountant will review the books to ensure that the numbers are accurate.
  • Examine the inventory to ensure it is in good condition and reflects the information provided by the Seller.
  • Contact the Landlord and negotiate either assignment of the lease or new lease with acceptable terms.
  • Obtain franchisor or distributor’s approval.
  • If acquiring the real estate, conduct premises and environmental inspections.
  • Transferred leased equipment.
  • Obtain any necessary state, county or local licenses.

 Pre Closing

Once all contingencies have been satisfied, the next step is to prepare for closing. We will coordinate with the Seller to agree on a date and time for closing. There might be some items that as a Buyer you would need to have in place before closing, for example:

  • Obtain sales tax license.
  • Obtain necessary insurance.
  • Incorporate legal entity and obtain Federal ID.
  • Transfer fictitious name to new owner.
  • Have utilities transferred to your new business entity.
  • Review of closing documents by your attorney.
  • Transfer funds to closing attorney.

 Inspection

On the day of closing (or on the previous days) you will conduct a pre-closing inspection of the business by verifying the existing inventory and ensuring that all the equipment is still on-site and operational.

 Closing

You and the Seller will sign the documents authorizing the transfer of funds and effectively transferring the business’ assets from the Seller to the legal entity that you created for your new business. Typically, all expenses will be pro-rated. The Seller paying for any costs incurred to the day before closing, and the Buyer responsible for any expenses from the day of closing to the future.

 Post Closing

When buying a business, the seller will contractually be obligated to spend an agreed-on period of time helping you become familiarized with the business by “showing you the ropes” and introducing you to employees, clients and vendors. At Abalaris Business Ventures we remain available to assist you with any questions or issues you might have.

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