THE ULTIMATE SELLING A COMPANY CHECKLIST

1. Know why you want to sell your company

Whether it is to facilitate retirement or venturing to pastures new, it is never too early to start thinking about selling your company. However, executing the ideal timing of the sale will maximise your reward, so prepare to be patient.  

It is important to assess your company exit options as there will be several deal structures for you to consider when selling your business, whether it is a clean break or private equity investment. 

No matter the exit option, and whether you are only just starting to think about selling your company or plans are already in motion, our experienced professionals are comfortable with jumping in at any point of the process. 

Our primary aim is to fully understand your objectives and what you want to achieve, then tailor a bespoke service for your company’s requirements.  

We work closely with you to highlight the key selling points of your business so that we are able to showcase your company in the best possible light – with the highest quality of documents, marketing and research processes. 

2. Determine who your ideal buyer is – and isn’t 

At KBS Corporate, we generally target acquirers within the trade and private equity routes, and we also look at alternative avenues such as management buyouts. 

Ultimately, the research strategy depends on what you want out of the deal – sale value, level of involvement post-transaction and many more considerations we factor in as part of our service. 

We also have an extensive understanding of current business sales activity, recognising when you would be well placed to achieve a high sales multiple and maximise your company’s value

Within your company exit plan, you may have requirements for a post-deal involvement or specific deal structure preference. By working closely with you, we can eliminate buyers that do not meet your criteria. 

We have the most comprehensive buyer reach in the industry, going the extra mile to generate a competitive bidding environment by identifying and nurturing appropriate acquirers, ensuring they remain motivated throughout the negotiation process. 

3. Think of everything your buyer will want to know 

By exploring every avenue within our range of corporate finance services, we discover the best possible route to realising your company’s worth. 

Our expertise lies in looking beyond merely the tangible characteristics of your company and instead demonstrating the value drivers unique and appropriate to each individual interested party. 

The buyer of your company will want to know conclusively whether the business is worth what they will be paying for it. Due diligence is a comprehensive investigation that encompasses the following areas of your company:  

  • Finances
  • Legal
  • Operations
  • Assets
  • Employees

All financial aspects of the company will also be reviewed: 

  • Company accounts
  • Annual reports
  • Expenses
  • Payroll 

The legal structure of the company will also be analysed:  

  • Insurance policies
  • Regulatory compliance
  • Supplier contracts
  • Tax returns 

Buyers will require a deep understanding of how your company operates and all types of activity within it. 

4. Get your finances in order

You will need to prepare financial statements, projections and key metrics. Pulling together as much data as possible will enhance your chances of finding the ideal buyer for your company and is necessary for the due diligence process before deal completion – preparing thoroughly beforehand will speed up the process. 

  • Organise your numbers 
  • Valuate your company
  • Finalise your goals and financial needs
  • Seek the help of an expert

5. Make sure all corporate filings are up to date

A business sale is a comprehensive process in which your company will be scrutinised. Preparing the necessary documentation that allows buyers to conduct due diligence will streamline the deal.  

Key materials to prepare include: 

  • Financial accounts showing business activity and performance (past 3-5 years) 
  • Growth trajectory projections 
  • Asset inventory 
  • Key contracts 

6. Review commercial contracts 

The seller must transparently review any contracts and document any verbal agreements for the buyer.  

Demonstrating the relationships your company has with suppliers, customers and any other relevant party is important for a buyer and is part of the due diligence process. 

7. Resolve outstanding legal or accounting issues  

Some considerations are the transfer of contracts; VAT on the sale of the business; due diligence…and any reason that would permit the buyer to cancel the deal! 

Whether your company sale is one of shares or assets will also determine a path of potential legal and accountancy issues to resolve. 

At KBS Corporate, we provide our clients with the opportunity to team up with a leading UK legal firm that provides a range of consultancy services and whose fees are contingent. 

8. Create a detailed inventory list

An inventory list provides the buyer with details of the products a company has in stock – both works in progress and finished goods. 

Tracking inventory performance is important for interested buyers to analyse turnover and demand forecasting. 

For example, it should include: 

  • Item name
  • Stock-keeping unit serial number/barcode
  • Category/item description
  • Manufacturer/supplier name
  • Unit cost
  • Sale price
  • Quantity in stock
  • Total value
  • Reorder point and days per reorder

9. Get a company valuation

Working with a company valuation expert such as KBS enables you to set your expectations.

We can assist you in balancing your company valuation, rewarding you for your hard work without pricing you out of the market.

Before progressing through the next steps to selling a company, it would be wise to know how much it is worth. Working with a company valuation expert enables you to set your expectations.

The value of a company is determined by multiple factors and considers your assets, cash flow, workforce, reputation and even external influences such as current market conditions.

We typically work on an offers-invited basis, allowing buyers to present their suggested values and ensuring you are in a position of strength to negotiate the right deal.

10. Find potential buyers

It is important to identify the right time to sell your company. Do not rush into it unless advised by an expert to act with impetus. We can advise you on the right time to approach potential buyers and guide you through the process.

At KBS Corporate, we make it our objective to provide you with the most comprehensive buyer reach within the industry, maximising the level of interest in your company and attracting a wide range of potential buyers.

We have made significant investment into developing bespoke, state-of-the-art systems that incorporate ‘big data’ from various leading sources to ensure we hold the latest information on who is acquisitive within your sector and has the financial means, expertise and desire to acquire and grow your company.

Following thorough identification and detailed analysis, we carefully match a buyer to your business that will achieve the best possible deal for your company.

Our Buyer Matching Engine is a bespoke, proprietary piece of software, developed by KBS Corporate, which uses ‘big data’ and algorithms to streamline the buyer research process on a global scale.

11. Receive offers and choose a buyer

Through regular communication with potential buyers, you can identify their priorities, potential synergies and financial capacity. KBS Corporate will help you fully evaluate offers and suggest improvements. 

We will work closely with you in choosing the best buyer based on your goals and criteria for deal structure. We then demonstrate our skills in carefully negotiating on your behalf. 

12. Negotiate the purchase agreement

We overcome complex challenges that often occur to consistently deliver on clients’ expectations, calling on our top-level technical chartered experience to complete more advanced high-value deals.  

At KBS Corporate, we play an active role in structuring Heads of Terms and liaising with legal representatives of both parties, adding value to the deal by ensuring it is structured to maximise your position. 

13. Finalise all sale documents

The Heads of Terms is the document detailing the key elements of the deal. While we will support you through this, many company owners also work in conjunction with their solicitor for legal advice, ensuring the terms of the deal are satisfactory. 

Following due diligence, you will finalise the Share Purchase Agreement. Solicitors will be the principal leaders of this stage in the process. KBS Corporate has established a dedicated legal panel to ensure you have access to the expertise you need.  

During this legal process, there will be a final review of all documentation relevant to the sale, including purchase agreements, indemnities and warranties, asset transfer and non-compete agreements. Once satisfied, your solicitor will confirm the sale can proceed and ownership of shares will officially transfer. 

KBS Corporate drives forward the process to ensure momentum is maintained, which is done by lifting much of the workload from you, allowing you to run your company and deliver the expected performance. We understand the due diligence process and have the knowledge and experience to ensure the legal process is handled with the care and attention it deserves.  

We have a team of dedicated Directors and Deal Executives to guide you through the entire process, working to negotiate a higher deal for your company whilst simultaneously providing support and advice throughout the transaction. 

14. Prepare your exit strategy

Once you have transferred ownership of shares, staff need to be informed of upcoming changes. As per the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), all employees are entitled to the same terms and conditions as they had before the sale. 

Should the new owners look to make significant changes to the current personnel structure, it is important to follow a fair redundancy consultation process and make eligible redundancy payments. Even though the sale might be complete, this is still one of the crucial steps to selling a company successfully. 

Lastly, but by no means least on our checklist for selling your company, you are required to inform HMRC about the sale. 

Your method of communicating the sale to HMRC will depend on the standing of your company and whether you are a sole trader, a partnership or a limited company. 

To inform HMRC, you can use a dedicated online form or contact them via the National Insurance helpline. 

Discuss my business sale options

SELL A COMPANY WITH KBS CORPORATE

Amongst the delicate intricacies of each step, mistakes can be made by company owners when pursuing a sale.

KBS Corporate can help you to avoid these common pitfalls and work with you to facilitate a successful company sale.

We utilise an active outreach campaign, targeting known buyers in multiple industries to increase the volume of interested parties considering your business.

Our long-standing relationships with international acquirers greatly improve your prospects of finding the ideal buyer or investor.

Over 25 years, we have established an extensive buyer network to offer company owners various options when pursuing a sale.

Hiring a reliable company sales adviser can help with the time-consuming, technical aspects of the deal. KBS Corporate’s bespoke, tailored service will aid you through negotiations and due diligence, optimising the potential value of your company.

Make a confidential enquiry with one of our dedicated professionals.

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ISSUE: SUMMER ’24
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