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Business Buying Guide


Thinking of buying a business?


Florida’s population is growing rapidly, and it is one of the hottest markets in the country for relocation. Now is a great time to buy a business here!


Why Use a Business Broker?


You are ready to purchase a business, but you don’t know where to start? That is exactly where a business broker comes in. Business brokers list businesses for sale, and then they work to find buyers for the businesses. Once a buyer is found for a business, they work to bring all parties to a point of understanding and agreement. From there they help with the details to get the deal to the closing table.It is important to note that a SELLER in a transaction pays the broker’s commission (both the selling broker and the listing broker if it is sold via two different brokers). As a buyer, you do not pay a business broker for their servicesSince this type of transaction can be complicated, it is priceless to have an experienced intermediary help guide you through it. The best part for a buyer…it is free!


Here are the top 3 reasons to use a business broker:


1. Access to Businesses For Sale


Brokers can provide you with access to business-for-sale listings and details about the business that you may not discover on your own. Florida has a multiple listing service of businesses for sale, similar to residential real estate. However, not all businesses are listed publicly, due to confidentiality reasons. If you are looking for something in a specific industry or location, business brokers can also help find you businesses for sale that aren’t advertised. For a serious buyer, good brokers will even search their contacts for off-market businesses that might be willing to sell.


2. Have A Buffer Between You and The Seller


Just like in residential real estate, business brokers will be a conduit to help deliver news and information to the seller. There may be instances where you have to retract or modify an offer and certainly times where you’ll need to adopt an aggressive negotiating position. In many cases, you will need the seller to train you after the purchase, so it’s a good idea to keep the relationship civil and cordial. Let the business broker deliver any negative message to the seller. Allowing the broker to be your buffer will help make the transaction as smooth as possible.


3. The Paperwork Is Overwhelming


A business purchase, no matter how small, requires a tremendous amount of coordination and document gathering. The data you’ll need from a seller to evaluate a business, the documentation required to close a deal, and the overall chasing that must be done between buyer/seller and their professional advisers, can be astounding. A good broker will be an enormous help putting all of it together. They will even provide you with the standard Purchase Agreement paperwork, as well as a Confidential Business Review.


Key Elements Of The Purchase Process


1. Initial Meeting – Objectives, Needs and Requirements Review


In preparation for this initial meeting with your business broker, make sure you outline your specific personal goals and objectives. This will provide a good starting point to begin a detailed search of our large listing inventory. From there we will develop a selection of “target” businesses for your review. If you are not sure exactly what you want, you should discuss different options with your broker. The more information you can give to your broker the better. That way we can understand what it is that you are looking for, and we can help guide you in the right direction.

2. Review of Important Business Information


Most businesses market their sale confidentially. In order to have the name of the business disclosed, as well as have financial statements provided to you, you will be required to sign a standard Non-Disclosure Agreement and fill out a Buyer Questionnaire, which is required by the business owner. Then you will be sent the Confidential Business Review or CBR for short, and it will contain all of the confidential details about the business for sale. If you have further interest in the opportunity, then we will schedule a meeting between you and the seller.

3. Buyer/Seller Meeting


Arrangements will be made to meet with the seller and visit the target business location (if applicable), normally at a time that will not disrupt operations, in order to maintain confidentiality.

At this meeting with the business owner, the potential buyer can not only see the business in person, but also ask detailed questions regarding the operation and financial performance of the business. The purpose of this meeting is to decide whether or not you want to move forward with making an offer on the business.

4. Purchase and Sale Agreement


We provide a standard Purchase Agreement that covers the necessary elements of a business sale in Florida. We employ the same sophistication on a $100,000 sale that applies to a $10 million sale. We prepare clear, concise documents to protect all parties. The basic Agreement provides important contingencies to protect both buyer and seller. Here are just a few examples:

  • Books and Records Review: The Agreement specifically calls for a complete review (due diligence) of all company records by buyer and/or buyer’s agent, CPA or accountant. The buyer must approve, in writing, the records of the company before proceeding toward a closing.
  • Loan: If the buyer is obtaining 3rd party financing, they are protected by a loan contingency in the Agreement.
  • Lease: The Agreement specifies that the leasehold rights will be assigned, or a new lease developed, in the exact manner as requested by the buyer.
  • Fixtures, Fittings and Equipment: The Agreement specifies that all equipment and fixtures will be in working order and free of liens at the time of closing.
  • Inventory: The Agreement specifies the amount of marketable inventory included with the sale.
  • Training and Familiarization: The Agreement provides for training and consultation, at no charge, by the seller for the buyer’s benefit.

5. Structuring the Sale


Deal structuring is the most difficult and least understood by the average business buyer.

We will discuss deal structures with you and recommend the most favorable arrangements for both parties.

6. Preparation of Closing Documents


We employ the same sophistication on a $100,000 sale that applies to a $10 million sale. We prepare clear, concise documents to protect all parties and consult with accountants and attorneys to provide an agreement of sale based on practical application of legal and tax issues.

7. Final Closing and Follow-Up


Following execution of the Purchase Agreement, we will help facilitate the due diligence process, contingency removals, and other preparations for closing. Closing documents are prepared by the closing attorney and are provided to buyer and seller prior to closing with adequate time for review. Business sale closing costs are quite reasonable and are usually split equally between buyer and seller. The buyer does not pay broker commission. The seller is responsible for the Broker’s commission.

 

 

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Immigration Information


Looking to purchase a business that will allow you to live and work in the United States? There are several options for obtaining a visa, please see our page on visa options.

Next Steps…


The first step to planning and completing the purchase of your new business is to speak with us about your thoughts, plans, and goals. Give us a call for a confidential chat!

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