Should I get expert advice?
It's always a good idea to speak to an accountant and a lawyer before you buy a business. For instance, you may want to make sure the seller cannot open another similar business just around the corner.
Don't forget, mistakes made now may come back to haunt you in the future. Get advice about issues such as:
the expected return on invested capital;
valuation of stock and work in progress;
inspection of the seller's accounts, tax returns, wages books, and any statements that must be given under the law etc.
Why is the business being sold?
Sellers will offer any number of apparently legitimate reasons to explain the sale of their business. But it is worth asking anyway, and attempting to judge how comfortable the seller is in releasing information. Sometimes the seller wants to sell the business for a reason that should discourage you from buying (e.g. it's not making money!).
Make sure an accountant looks at the business's accounts.
How much should I pay?
Usually a business that is a going concern is sold with a certain payment for "goodwill". This is the price the buyer pays for the business's "good name" that has been earned over the period of operation.
An accountant can help you establish an appropriate figure for goodwill by examining the business's financial accounts.
Remember, nowadays in certain businesses intellectual property (often called "IP") may be a significant part of the business's assets.
What are the sales prospects?
Among other things, you should know:
the sales figures for each month of the year;
the profiles of buyers (e.g. their age, spending patterns);
who are the suppliers and what is their relationship with the business;
what are the stock figures, including average costs and turnover; and
if the stock is realistically valued.
Profits and expenses
Make sure the profit figures offered by the seller are analysed by your accountant. For instance, it is important to know whether the business will generate enough profits to cover your financial needs and support your lifestyle.
Make sure the seller's figures presented as expenses are realistic and are also looked at by an accountant. For instance (this lists some examples - get professional advice):
are the expenses listed in full;
are there hidden costs;
what are the depreciation costs;
are there any cost increases likely in the future;
what are the terms of the lease of premises;
what is the cost of borrowings for the business;
what is the business's credit rating;
what are the total costs of employees;
what are the liabilities that will carry over with the sale;
are there likely to be any rental or leasing increases;
is there any outstanding maintenance costs that must be met.
The assets
Make sure you understand what assets are included in the sale price. For instance:
are they priced at a fair value?
what are the depreciation costs?
what are the leasing costs?
what is the cash flow?
Legal help
A lawyer can help with the following issues:
whether the business structure is suitable for your needs;
agreements with the seller to ensure they don't compete in the same geographical area or the same market;
the terms of the purchase agreement;
whether the purchase agreement should be subject to finance;
whether there should be a trial period built into the purchase agreement;
looking at existing leasing agreements;
whether the purchase agreement says what you think it does;
searching the council and other agency records to ensure there are no plans or council orders that could disrupt the business or lead to a drop in sales;
checking the zoning regulations;
drafting any restraint of trade requirements of the seller, including dealing with prior customers and conducting a similar business;
transfer of business names, trademarks etc;
information to be supplied by the seller (e.g. a list of current customers and suppliers);
any agreement for the seller to work in the business for any length of time;
any specific requirements of legislation.
Read this: This fact sheet is intended to be general information about the law in Australia. It is not a substitute for legal or other professional advice. Lawscape Communications Pty Ltd, Fairfax Digital Pty Ltd does not accept responsibility for loss to any person, who either acts or does not act because of this fact sheet.
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