Family businesses

What Should Owners Check Before Selling Their Family Business?

Short answer. Before selling, confirm the business's financial records, contracts, ownership documents, liabilities, and operating dependencies are accurate and organized. Understand what buyers value, how the sale affects family owners and employees, and what proceeds may remain after costs and taxes. Have qualified advisers review the transaction and its terms.

Before selling, confirm that the business's financial and operating information is accurate, organized, and ready for buyer review. Owners need to understand the company's value drivers, the obligations attached to its assets and contracts, and what a transaction means for the family. Gaps discovered late can slow discussions and weaken confidence in the process.

Check the Business Records

Gather financial statements, tax returns, customer and supplier contracts, employment records, ownership documents, and details of debt or other obligations. Check that reported results match supporting records and that material commitments are documented. Buyers will want to understand how revenue is earned, how costs behave, and whether the business can operate without depending too heavily on one person.

In an investment context, I have emphasized examining audited financials, tax returns, customer contracts, and the people responsible for the business. Sellers can apply the same discipline to their own company. Resolve inconsistencies where possible and be ready to explain issues clearly. Have your CPA and attorney review the records and identify matters that need attention before a buyer raises them.

Know What Drives Value

Think about what a buyer may value beyond current earnings. That could include market position, technology, customer relationships, employees, or the ability to expand the business. A buyer may see strategic benefits that are not obvious from standard valuation measures. At the same time, owners should avoid assuming that every potential buyer will value the same features.

Consider how the company's structure and balance sheet affect a sale. Ask financial and legal advisers whether the current arrangements make the transaction easier to evaluate and complete. If it makes sense to test buyer interest, more than one interested party can give owners useful comparison points. Keep confidential information controlled, and decide in advance who can speak for the family and company.

Prepare the Family and the Transaction

Discuss the family's objectives before negotiations begin. Owners may differ about timing, continued involvement, treatment of employees, or how proceeds should be divided. A shared process for handling those matters can prevent family disagreements from complicating buyer discussions. Decide what terms matter beyond price, and identify which terms are negotiable.

Estimate the net proceeds after transaction expenses and taxes, then talk with your CPA and attorney about the actual treatment. Review any continuing obligations, warranties, or transition commitments in the proposed documents. Sellers can prepare earlier by improving records and reducing avoidable uncertainty. The steps to prepare for a sale and the comparison between selling and staying independent can help structure the discussion. Also consider how proceeds are divided among family owners and the tax and cash flow effects of a sale.

Audited financials, tax returns, and contracts with customers are all scrutinized.

Richard C. Wilson, The Single Family Office

Sources: Centimillionaire Strategies, The Single Family Office. Informational only, not financial, legal or tax advice.