Changes in legislation, decreased demand in the target market for goods and services, dumping by competitors, or lack of prospects and opportunities for business growth - for many entrepreneurs, such situations become a reason to change their field of activity. By submitting empty reports to regulatory authorities or liquidating an enterprise, you simply nullify all the efforts and resources invested in the company. On the other hand, the sale of existing companies allows you to cope with the issue of impossible financial obligations and even get out of a difficult situation with obtaining financial benefits. By choosing this option of closing a business, such as selling a company, you get the following advantages:
- Save time.
- Preservation and even increase of financial resources.
- No annoying checks or bureaucratic delays.
How to sell your business
So, you have firmly decided: “I want to sell the company and get a fair reward for it.” What next steps should I take? Follow this simple algorithm: 1. Fill out the form via the link.
2. Set the price for your company in the questionnaire or leave the field blank so that the specialists of LLC "UK EXPERT" can fairly evaluate the company.
3. Send the completed form by email, indicating the subject line “Sale of a ready-made company.”
4. After the necessary checks, your company will be in the directory. Now it will become available to entrepreneurs in Moscow and the regions who are interested in purchasing an existing business.
5. Subsequently, you and the buyer meet at the office of UK EXPERT LLC, enter into an agreement, and receive an advance payment.
6. The final stage of the transaction is carried out by a notary, accompanied by a lawyer from our company. After re-issuing the necessary documents, you receive the remaining amount.
Thanks to comprehensive support at all stages of the transaction, the purchase and sale of companies is carried out absolutely transparently and mutually beneficial. We take care of all the tasks involved in preparing your business for sale, as well as the associated costs. Thanks to this approach, clients of UK EXPERT LLC can sell existing companies on attractive terms and receive financial compensation for them instead of the numerous difficulties and losses that the liquidation of a company or submission of empty reports entails.
In Japan, businessmen work for the market value of their companies. All strategies aimed at business development, investment and promotion are associated with this desire. The established “mentality” of Russian entrepreneurs is aimed at making a profit. The desire for this sometimes diverts the emphasis not in favor of the company’s growth. A Japanese businessman always knows the market value of his enterprise and is interested in increasing it.
Data that affects cost is labile, so it is monitored and analyzed regularly. Some companies monthly. When the question of how to sell a company arises before our businessmen, the first dead end arises: what price should they set?
In Russia, meanwhile, ready-made companies are often offered on the market, but sometimes, for various reasons, the seller is forced to take a huge discount in order to get rid of the ballast. Why is this happening? In the sale of a business, as in any other sale, presentation and a profitable platform for finding clients are important. And of course, the product itself is ready-made companies.
Why sell a business?
There can be many reasons for selling a profitable business. Such a decision by an entrepreneur may proceed from the fact that, by reinvesting, he is unable to accumulate sufficient profit. Personal motives are common: moving, discord with partners, or simple fatigue. Sometimes businessmen have several projects and are ready to sell one of them in order to free up resources for the growth of others. It happens that the owner simply does not know how to further develop the company or he does not have money. Less common are entrepreneurs who specifically build a business for sale.
How to sell an LLC at the highest possible price
You won’t be able to sell yourself short only if you accurately and correctly assess the value of the company. To do this, it is recommended to prepare a summary analysis that includes the strengths and weaknesses of the business, its opportunities and danger forecast.
The strengths of the company can be:
- business automation;
- turnover of goods;
- number of customer acquisition channels;
- unique channel for attracting customers;
- long period of business operation, from 4 years;
- interesting business sectors;
- difficulty in creating analogues;
- presence of regular customers.
Weak sides:
- low product margins;
- many competitors;
- high cost of attracting one client;
- lack of signed contracts with suppliers;
- “gray” work scheme;
- weak management reporting.
Possibilities:
- opening representative offices in other cities;
- reduction of costs for marketing and logistics.
Dangers:
- state level - for example, business operation under a “gray” scheme or unlicensed activity;
- employees - leaving the company along with the client base;
- suppliers - delay in delivery of goods, increase in prices;
- competition;
- industry level, etc.
Analyzing these points will help you understand what the value of the company is and how to sell the LLC. The summary analysis technique is simple, but extremely effective in many situations.
Cost calculation
How to sell a company at an adequate price? Today, Russian businessmen do not have a single formula by which to calculate the value of a company. However, large brokerage agencies, relying on Western and European experience, have introduced a calculation scheme containing indicators:
- Average monthly profit.
- The value of tangible assets.
- Market rate of return.
Usually, online stores and companies providing various services are the cheapest. However, for several years in a row, car washes and beauty salons have been in the top of the most popular and quickly disappearing from sale. There is also demand for hostels.
Selling methods
How to sell a company? There are two factors that influence the sale of a business: packaging and the reach of people who learn about your offer. Many entrepreneurs actually mainly use three methods: via the Internet, with the help of brokers and selling by video.
To sell online, you should choose only well-promoted online ad sites or specialized business portals. Otherwise, you will have to wait a very long time for your buyer, or you may not find one at all. The speed of online sales largely depends on the reach of the ad.
The content of the proposal is also important. The more detailed you describe your business, the more interested the buyer will be. But still, don’t lay out all the numbers and subtleties - slight understatements will become an intrigue. Provide your ad with high-quality photographs. They must illustrate each stage of production; attach photos of equipment and technology, interior and furnishings of the premises.
The Internet selling method is suitable for small companies. You don’t have to rely too much on finding a suitable client, so it’s more effective to use other methods. For example, selling a business with the help of a broker.
As soon as an advertisement appears on the Internet, agents are usually the first to respond to it. The most active ones are ready to offer a client already on the first call. Take your time and don't sign an experimental sales agreement. Why? Having signed this agreement, you will have to give the broker a commission, including when a client is found and the transaction itself is completed without his participation. Typically the commission is 7-10%.
When a broker joins, the business becomes more expensive due to these percentages. For example, your company is worth a million rubles, with a brokerage markup of 1,070,000 or 1,100,000. At the same time, the value of the company itself does not increase, and the speed of sales decreases. Therefore, the owner is offered to initially underestimate the value of the company by the estimated brokerage percentages.
Today, a more effective way is developing - selling through video. This way, the buyer will be able to review your offer remotely. After watching a video presentation about the company, only those interested in the company will call you. Video saves time and illustrates the business in detail. It is easy to post on social networks and gain the attention of your target audience. As a rule, the speed of sales in this way increases by 2-3 times compared to the previous two.
How to legally sell a company
The use of “gray” schemes in business negatively affects its profitability and sales results. Today, companies that operate legally in all respects are mainly put on the market. There is no demand for others. The first step is preparing the business for sale. Next, you will need to draw up an explanatory note, calculate the cost, determine the terms of sale and prepare for negotiations.
When preparing a company for sale, it is necessary to put all financial documents in order, conduct an audit and inventory, as well as a reconciliation report.
If you doubt your own calculations of the company's value, hire an audit company.
Preparing a business for sale
Brokers often advise keeping the decision to sell a company a secret from subordinates and competitors. But confidentiality is only possible if buyers are not sought on an open and public platform. Why is it better not to talk about plans to sell the company? This can scare staff and start quitting. Banks may demand early repayment of the loan, customers will not come for the goods and will refuse the services of your company. Theft and theft cannot be ruled out.
The price of a business, of course, is determined by the market. But a rare client will agree to a deal if the value of the company is not confirmed by documents, and also if the procedure for transferring rights to the business does not comply with the law.
A company with tax debts
How to sell a company with tax debts? Firms with a “burden” in the form of debts to the Federal Tax Service are sold in units. Legit, not fictitious. If your company has a trail of unpaid taxes, and you really want to sell it, then take the trouble to find a real buyer, not a fake one. Although it will be extremely difficult to do this: who will undertake the obligation to cover the debts? And if you sell the company to a fictitious client, then the former owner will face sanctions: the company will be liquidated and debt collection will be initiated. A criminal case cannot be ruled out.
Transactions involving debtor companies are mainly concluded to avoid tax audits.
A company with turnover
How to sell a company with turnover? In order not to make a mistake, it is better to contact specialists for an assessment of the company’s value. This begins the process of preparing for the sale, then you need to move on to finding a buyer. Here, too, it is recommended to use the services of consulting agencies.
The greater the turnover of your company, the faster you will find a client and the more profitable the deal will be for you. When presenting your business, be sure to indicate how many years your business has existed, how the work is done, what deliveries have been made and in what quantities, indicate growth prospects, etc.
The transaction with the buyer can be formalized by a purchase and sale agreement or through a procedure for changing shareholders. These are the only legally permitted ways to sell companies with turnover.
"Zero" company
How to sell a “zero” company? As a rule, companies with a zero balance are liquidated. It is difficult to reorganize them, it is impossible to declare them bankrupt - there is no profitability. It remains to be closed. However, you can try to sell the LLC and make a profit. The ways of finding a client for “zero” companies are no different from selling other objects. We need to pay off debts to banks and the budget. Clients are mainly sought among experienced businessmen who can take control of a ready-made business and lead it to profitability.
How to sell a company safely
If you sell a company, what to do with the account? A frequent question among businessmen-sellers. And it’s better to know the answer to it. Fraudsters may interfere with your transaction, so never respond positively to requests for a current account, no matter what excuses they give you. Most likely, such a desire is due to the inability to do it ourselves. It is better not to delve into the reasons for this, and if you decide to continue working with such a client, then first introduce a new owner, and only then leave the company’s founders.
The need to sell an LLC can be due to a large number of different reasons. If you want to sell a company, then you need to learn how to sell an LLC correctly. In any case, you need to be prepared for the fact that this procedure will take from one to three months. In order to sell an LLC, you must:
- give an accurate assessment of your company;
- find a company that can provide legal support;
- find a buyer;
- prepare the necessary documents;
- re-register the LLC.
There are several options for how you can sell an LLC. It is worth considering them in detail.
Introducing a new co-founder
A share in an LLC can be sold by introducing a new co-founder. After this, the remaining shares can be transferred to the new co-founder. This will enable you to change the owner of the company. This procedure is carried out as follows.
First stage
It is necessary, based on the application of the new LLC participant, to make a decision on its introduction. The application should be drawn up in form P14001. After this, it must be certified by a notary. This application must provide information about the new participant and the emergence of the right to a new share of the LLC. Next, the notarized application must be registered within three days at the place of registration of the LLC with the tax authority.
Second phase
In five working days, the tax office will have to issue a certificate of state registration of changes in the company’s constituent documents. After this, it will be necessary to draw up a decision of the founder on the transfer of his share of the LLC to the new co-founder and his removal from all participants of the company. This application will also need to be certified by a notary and registered at the place of registration of the company with the tax authority. Please note that all transactions made with shares in an LLC, as well as changes in the authorized capital, must be certified by a notary and registered with the state registration authority.
Putting a company up for sale
There is another way to sell an LLC. This can be done by putting the company up for sale. Before putting it up for auction, it is necessary to organize an audit of the LLC in order to make a preliminary assessment based on its results. This way, a potential buyer can be sure that the company is real and conducted its business activities without violating the law.
How to find a buyer for an LLC
There are several ways to find a buyer for an LLC. They all have their pros and cons. To find the most suitable method for you, you should consider them in detail.
- Search for a buyer among your business partners and acquaintances.
This is the most ineffective method, since it is suitable only for a very narrow circle of business owners. The advantage of this option is the relative safety of financial costs. The main disadvantage is the small number of potential buyers.
- Placing advertisements in newspapers.
If you are deciding how to sell an LLC company and decide to resort to this method of finding a buyer, then you should take into account that this option is extremely unprofitable. It can only be effective for small businesses that are actively in demand among the most ordinary buyer. The advantages of this option of finding a buyer for an LLC include the low cost of posting an ad.
- Place an ad on paid business sites.
Placing an ad on 4-5 large sites can attract a fairly large number of potential buyers. However, the cost of submitting an ad on such sites is quite high, which puts a big minus on this option of finding a buyer.
- Contact business brokers.
The most profitable way to sell an LLC is to seek help from business sale specialists. Business brokers use in their work not only the above methods of finding a buyer, but also many others, taking into account their own experience in selling a business. It is also worth paying attention to the fact that each professional broker has its own established base of investors and buyers.
How to sell LLC property
Sometimes it may be necessary to leave the LLC and at the same time take back the acquired property. How to do this? In this situation, the ideal way would be to sell the company's assets. Moreover, almost all of this is carried out through the sale of a share in the authorized capital of the LLC to the buyer. After the sale, the buyer receives the right to own the property, which he can dispose of at his own discretion. To implement this procedure for selling a share, it is recommended to seek help from a notary. In any case, his help will be necessary, because it is the notary who will draw up the notarization after the collection and execution of documents. Within three days, the notary will have to submit to the registration chamber an application for amendments to the Unified State Register of Legal Entities. Also, in addition to the application, you must also provide an agreement. After carrying out this procedure, you will easily figure out how to sell a share in an LLC, and the problem of dividing the company will be solved. The buyer takes ownership from the date of notarization of the purchase and sale agreement.
You don’t have to create a business from scratch—you can buy a ready-made one that actually works. You can do this and start working for yourself with only $10 thousand. Here are detailed instructions - what, how much and where are the risks hidden?
You don’t have to create a business from scratch—you can buy a ready-made one that actually works. Beauty salons and cafes are especially popular now. Entrepreneurs often buy them for their wives, so that they have something to do. There is also high demand for car washes, car service centers and restaurants - buyers are driven by the desire to invest in a ready-made enterprise in order to have an interesting business and a stable source of income.
How much does a candle factory cost these days?
If you have entrepreneurial ambitions and 10 thousand dollars, from which you want to make more money than the bank will give you on a foreign currency deposit, you can buy a small video rental or exchange office somewhere on the outskirts of Moscow. And then you are no longer a rentier, but an honest entrepreneur who has dared to increase his fortune with his investments and work.
Yes, you can buy a functioning business today for 10 thousand. True, in the case of an exchange service, you need to have another 15-20 thousand working capital, otherwise it will not work.
Many businesses require additional financial investments after purchase in order for them to be useful. Therefore, we must take into account that the price of this method of becoming an entrepreneur consists of two components. Firstly, this is the cost of the acquired business. Secondly, the cost of the investment program (necessary costs for business development).
But on the market you can choose a business that does not require absolutely any additional investments. It’s just that one owner is, as it were, removed from the business, and the other appears in his place - he continues to steer the process and extracts income. For example, recently a curtain production salon was sold in this way for 40 thousand dollars. The entire business complex (including equipment, rented space, raw materials and inventory, labor, contracts with suppliers and consumers) passed to the new owner. For 70 thousand you can buy a ready-made confectionery production workshop with established production that does not require additional investment. You can’t find a supermarket on the market for less than 100 thousand. Father Fyodor’s dream of a candle factory today could come true for about 100-150 thousand dollars.
Car washes and beauty salons are in fashion
A Russian usually focuses on price, choosing what he can afford, and not what he would like. On the ready-made business market (and this has already taken shape) the situation is somewhat different. Here the buyer judges not so much by price, but by his abilities, reasoning like this: this business is clear to me, I can handle it; I can do it and I can afford it.
For example, any person who dares to try on the title of investor can easily run a hairdressing salon. Success is determined by a few and fairly simple factors: production rate per workplace, rental costs, materials. In the same way, there are no special secrets to organizing a business at a car wash - people seem to be quite capable of it.
Moreover, the fashion for certain businesses is not necessarily confirmed by economic results. A beauty salon, by definition, cannot generate high profitability. Its main attraction lies elsewhere: it is a simple, understandable and feasible business.
“There are market myths,” says Mikhail Kuznetsov, marketer at the Ready Business Store company. — People think that some business is transparent, manageable and accessible to them. Coffee shops and restaurants consistently fall into this category. Although the restaurant business is not so simple due to increased competition. Recently, as a result of Luzhkov’s team’s active fight against snow, people began to believe in car washes. Now there is a real boom in demand for car washes.”
Statistics from companies specializing in the sale of existing businesses show that the most attractive in the small business sector are trade and service enterprises. For example, according to the “Ready Business Store”, approximately a quarter of those wishing to purchase their own business dream of providing services to the population. About 17% of demand comes from trade enterprises, 10% from transport and 11% from production. Moreover, the number of people wishing to buy a small factory or workshop is constantly growing. Experts attribute this to a reduction in the tax burden and a change in the mentality of entrepreneurs.
The head of the project for the sale of ready-made and operating businesses from the Institute of Economic Security, Mikhail Ivanchenko, believes that trade and commercial real estate enterprises are now the most popular. Commercial real estate is when a company has office, industrial or retail space and rents it out. Considering that the cost of business rent in Moscow is constantly growing, the purchase of such companies becomes a good investment. However, this is hardly entrepreneurship in its pure form - there is something of a rentier here.
Exists stable demand for beauty salons- from the VIP category to regular hairdressing salons. Entrepreneurs often buy them for their wives. True, practice shows that restaurants or beauty salons purchased as a gift to loved ones are often put up for sale again after a year and a half.
Sometimes restaurants or cafes are bought, relatively speaking, for club purposes - so that there is a place where you can sit with friends or partners. “Your own restaurant” is a piquant accessory in the gentleman’s kit of a modern capitalist.
How to evaluate the business being purchased?
If a person is able to evaluate an apartment or car himself, then when buying a business one cannot do without a qualified appraiser. And the point is not only that special knowledge will be required here, but also that information about the state of affairs at the enterprise must be correctly retrieved (and it may be hidden) and correctly interpreted.
The “Ready Business Store” believes that the main factor in determining the value of an enterprise is its net profit, and not accounting profit, but the money that the owner can withdraw from the enterprise. “First of all, the buyer must pay attention to cash flows and net profit,” says Sergei Kharchenko, head of the valuation department of the Ready-Made Business Store. “If there is no profit even in management reporting, you should think about it.”
By the way, according to expert observations, there is a discrepancy between “white” and “management” accounting in absolutely all enterprises. Of course, companies strive to operate as legally as possible. But even the smartest, according to consultants, manage to bring no more than 80% of their business “to the ground.”
Sergei Kharchenko considers the second most important indicator affecting the value of a business to be the period during which the business will generate money. After all, products may lose relevance, competitors may appear offering a better product, lease agreements may expire, or they will plan to build an overpass across the production premises, as in the movie “Garage.”
By the way, business in leased territories is cheaper and “returns” faster, but has more risks associated with the unreliability of the lease. If the business is done on its own premises and equipment, then it is more expensive and takes longer to complete. But equipment and especially real estate are themselves liquid assets. They can be sold at a profit even if the business collapses.
Experts differ in their assessment of such a phenomenon as goodwill (the intangible assets of a company consisting of a brand, business connections, employee talent, own know-how, etc.). For small businesses, of course, goodwill is not as significant as in large corporations that spend huge amounts of money on brand promotion. The share of goodwill in the value of, say, a bakery is small, although it still exists - reputation, culinary skills, recipes. But there are cases when goodwill makes up a significant part of the value of the business. For example, the value of a software development company fundamentally depends little on rented space or its own computers. In this case, the most important thing is bright minds, the names of developers and managers, as well as their connections.
In other words, the company may not have large tangible assets, the book value of its property will be small, but it is able to generate significant financial flows. This often applies to information and consulting businesses. Such companies are worth much more than the totality of their assets. By the way, the difference between the selling price of a company and the price of its tangible assets is precisely the cost of this very goodwill. The only catch is that it is extremely difficult to determine goodwill in any other way (except in the circumstances of the sale of the company).
An important factor in the formation of goodwill, the overall value, and even the viability of a business is the workforce of the enterprise, its qualifications and manageability. The entire business can depend on one person, and this is a huge risk. There is a well-known case in the insurance business when the chief sales manager left the company after a change of ownership, and 40% of clients left with him, that is, almost half of the business. He had enough to start his own insurance company.
But we are not only talking about top managers who can move to another job and take away clientele. No less serious problems are fraught with the whims of the main car mechanic, Uncle Vanya, with golden hands, on whom the entire car service business rests. It’s funny, but the fate of a dry cleaner can be decided by a stain remover with a salary of 6 thousand rubles. The profession is very rare, and without such a specialist, dry cleaning loses both its meaning and clients.
All in all, business valuation is a tricky and multifaceted matter. Appraisers use sophisticated techniques, the essence of which is simplified as follows:
1. market method - an analysis of similar transactions on the market is carried out, the necessary discounts and allowances are made depending on the specific circumstances of the business, and thus the value of the enterprise that you want to buy is determined. This, by the way, is the same method that we all use when buying a home or a car - after all, we also start from the prices for a similar product on the market;
2. restoration method - the business is valued at the amount that would be required to develop a similar business from scratch;
3. income method - in this case, the income that the enterprise gives or will bring is considered. Here the assessment is influenced by the period during which it is possible to “recoup” the funds invested in the purchase.
Mikhail Ivanchenko says that the payback period for an acquired enterprise is now considered normal for small businesses to be one and a half years. Mikhail Kuznetsov believes that no one will sell an operating business for less than 7-8 months’ profit. And rarely does a business sell for more than two to two and a half annual profits.
According to Alexander Butov, manager of the investment banking department of the FINAM investment holding, first of all, the value of a business is determined by the company’s position in the market and its revenue. Next come profitability and accounts payable. And the profitability factor is important - the forecast of cash receipts for the future and the period during which the acquisition can pay off. “But in practice,” says Alexander Butov, “buyers often use their naive methodology: revenue is multiplied by profitability and the number of years in which the new owner wants to recoup the deal. For some reason, three years is considered a normal period.”
The procedure for transferring “business ownership”
The most sensitive and difficult question is how to give away money and take ownership of a new business. I really want there not to be too much or even an insurmountable distance between these two acts.
It must be said that there are indeed risks here, including criminal ones. Just like, say, they exist in the real estate or car markets. There are risks of non-compliance with agreements and deception (some intermediary firms even offer physical security services to clients). But, as Mikhail Ivanchenko testifies, fraud in this area is becoming less crude and more elegant. The general trend is that everyone tries not to violate the law, especially criminal law. Which, however, requires even more diligence from intermediary consultants who monitor the purity of the transaction.
Director of the legal department of the “Ready Business Store” Sergei Samsonov considers hidden off-balance sheet obligations of the company being sold to be among the main risks. With some sales schemes, old debts that the previous owner managed to hide (for example, bills not taken into account on the balance sheet, some guarantees, guarantees) may come out after the transaction. And the new owner cannot get away from them.
The risk of non-fulfillment of obligations under a business purchase and sale transaction, that is, non-payment of money or non-receipt of rights to the business, with a competent intermediary with a good reputation is, in principle, reduced to a minimum. A normal intermediary studies the credit history of the company and collects security information. Usually he is responsible for all documentation related to the appraisal - after all, he must have an appraiser's license. In some cases, the intermediary may, by agreement with the parties, undertake financial guarantees for the transaction, but this is extremely rare.
As for money transfer procedures, then it is simple. First, an agreement of intent is signed between the buyer and the seller, then the buyer hands it over to the seller against receipt or makes an advance payment to his account. After this, all the stated circumstances of the business are checked. When the decision is made, the buyer opens a letter of credit in favor of the seller. Then a purchase and sale agreement for 100% of the share or shares is signed (depending on the legal form of the enterprise). The bank allows the seller to access the letter of credit funds only on the basis of a signed and certified purchase and sale agreement and a new constituent document registered with the tax office. Sometimes, instead of a letter of credit, the buyer rents a safe deposit box, which is used for payment using the same mechanism: the bank gives the seller access to the safe deposit box upon transferring to the buyer documents certifying his right to own the business.
It's easy to transfer money. Business ownership is a little more complicated. From a legal point of view, there are four forms of buying and selling a business.
The first and main thing is to replace the founders in an LLC or CJSC - that is, in a legal entity that owns a business. This is a fairly simple method. Its disadvantage is that the legal entity retains its old credit history under the new owner. Unknown off-balance sheet liabilities may surface. There is also a significant advantage: replacing founders does not require obtaining the entire package of permits and licenses (if the business is licensed). You just need to register changes in the composition of the founders with the tax office. That is, the business remains untouched, as it were, with its pros and cons. It’s just that the founders and owners are different people.
The second method is to create a new legal entity and the transfer to him of assets related to the purchased business. Assets may be sold or otherwise transferred. When selling property from one legal entity to another, taxes naturally arise, which, however, can be minimized. The method is also simple, but also has a significant drawback. The new legal entity must re-obtain the entire set of permits and licenses, if required. And this is a very troublesome matter.
According to one expert, a couple of years ago it took three weeks to obtain all the documents for a beauty salon. A year later I had to spend five weeks. Now it’s almost three months. These are the results of the campaign to combat administrative barriers announced just two years ago. For three months, the finished enterprise will stand idle and incur losses for no business reason. Because of bureaucratic harassment.
Knowing the situation, mediator-consultants proceed as follows. They create a legal entity ahead of time and receive all the necessary documentation for it. This keeps downtime to a minimum. But in some cases it is impossible to obtain two permits for one case; you have to first disavow the old one and then wait for the new one.
Third form proposed by law, - sale of the enterprise as a property complex. But there are few such cases when an enterprise would be registered as a property complex. On the contrary, often one legal entity has, for example, a car wash, two restaurants and a gas station, but only the gas station is sold. So business purchase and sale transactions using this option occur extremely rarely. Although experts consider this method to be optimal, it practically eliminates all the risks described above associated with hidden off-balance sheet obligations or the need to obtain a bunch of new permits.
The three methods described are suitable for selling normally functioning enterprises. There is a fourth one - for the endangered. This is a sale through liquidation. We are talking, of course, about friendly bankruptcy. Relatively speaking, the buyer and seller reach an agreement, the seller initiates the liquidation procedure of the enterprise, its property is described, sold at auction, where it is acquired by a new owner. True, there is a risk that another bidder will come and beat the price. But experts say that if everything is done correctly, the transfer of the business to the right buyer is guaranteed. This mechanism is suitable for small, medium and large businesses. A hotel was recently sold under a friendly bankruptcy scheme.
Why are intermediaries needed?
There are already about sixty enterprises operating on the market, declaring that selling an existing business is their business. In reality, barely a dozen consulting firms are doing this with varying degrees of success. Others have experience as intermediaries in one-time transactions, others are involved in information support - they create platforms or catalogs for buying and selling businesses on the Internet. The matter is also necessary.
But the most important thing in this area is, of course, consultations, assessment, information, and support. No sane investor would buy a business relying only on his own ingenuity. Well, unless you buy a photo studio from an old friend, when you know both her and him like crazy.
The familiarity factor remains very important for Russian business. Both the buyer and the seller often need recommendations from third parties who are personally familiar with the parties. But a fairly large proportion of transactions take place without this. That is, a normal market situation becomes common, when the seller and buyer initially know nothing about each other. The intermediary brings them together, helps with pre-sale preparation, often acts as a business consultant and helps clean up the business. He also evaluates the enterprise, makes inquiries about high-level contracting parties in the interests of each of them, provides legal support and sometimes even resolves security issues.
Intermediary consultant services cost 2-15% of the transaction amount - all intermediaries emphasize that their approach is purely individual. Moreover, the seller pays for them. The fact is that sales are carried out from the set of offers that is formed by the sellers, which is why the intermediary has to be paid. However, no one is stopping the buyer from paying for the services of an intermediary.
Taxes should also be included in the costs that arise during the transaction. A smart intermediary will, of course, help minimize them. The fact of buying and selling a business in itself is not an object of taxation. But taxes arise if property is transferred during the transaction. Or if the business was sold by purchasing shares or shares and the purchase price exceeded the nominal value - this difference is considered the income of the seller and is subject to income tax (13%) if we are talking about an individual. It is clear that in the case of an LLC, a 100% share of an enterprise can be valued at 10 thousand rubles at par of the authorized capital, but the business can be worth $100,000. That is, the difference between the face value and the market price will be $99,700 and should be taxed as income to the seller. Often the parties take legal risks, underestimating the formal value of the business, or agree to share the burden of taxes.
Now there are dozens and even hundreds of offers for the sale of a business on the market. Not only factories and ships are for sale, but also small enterprises that can be managed by an ordinary person with at least some business acumen. This market may also be of interest to existing entrepreneurs who want to diversify their business.
Often there is a need to sell an organization. In order for everything to go quickly and smoothly, you should prepare in advance and think about what needs to be done and how. Let's consider the procedure for selling a company using the example of an LLC.
So, you should initially evaluate the company, prepare the necessary package of documents and, in fact, find a buyer. This will be followed by a series of legal events, as a result of which you will sell the company. So, you need a round seal of the LLC and the following documents:- LLC charter;
- LLC state registration certificate;
- decision to create a company (decision of the sole founder, minutes of the meeting of founders);
- TIN certificate;
- if there are several founders, an agreement on the establishment of this LLC is needed;
- extract from the Unified State Register of Legal Entities (it is valid for 1 month);
- order on appointment to the position of director;
- notification from the Social Insurance Fund, Pension Fund, Mandatory Medical Insurance Fund about the registration of the organization;
- letter on assignment of statistics codes issued by Rosstat (OKPO, OKATO, OKVED, OKOGU, OKOPF, OKSF);
- agreement on opening a current account in a bank.
- offer the LLC to friends and partners (the probability is quite low, but various financial risks are minimized);
- place an ad on paid sites of a suitable topic (the effectiveness is high, but the cost of the service is quite significant);
- place an ad in a newspaper (this option is inexpensive, but more suitable for small businesses);
- resort to the help of business brokers (they have an established base and significant experience).
The transfer of LLC shares to third parties is regulated by Art. 21 Federal Law “On LLC”. It covers all the important points that may be useful in the process of selling an organization.
