ENTREPRENEUR’S NOTEBOOK—Tips for Getting the Most Out of Selling Your Business

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You’ve worked hard over the years to build a successful business. You took all the risk, worked countless nights and perhaps even leveraged everything you owned to get it started in the first place.

At some point it’s only natural to ask, “How can I convert my business into cash?” or “How do I create personal wealth from my business?”

Asking those questions is a signal that you should begin to educate yourself about exit strategies. Whether you run a business that’s worth $1 million or $1 billion, a financial advisor can help you analyze your options and make decisions about exit strategies. At the same time, the advisor can provide you with access to the markets and services you need to sell your business, pass it on to successors, or take it public.

Whether you are exploring the possibility of selling your business or going public, the starting point is the same: You need to ascertain the value of your company. Depending on its size, you may be able to use a local accountant for the valuation. This should cost between $4,000 and $5,000.

If the size of your company requires you to use a large accounting or banking firm to do the valuation, it could cost as much as $30,000. Despite the cost, this may be money well spent. Having an accurate estimate of your company’s worth is vital before you begin to think about taking it to market.

There are five basic options available to business owners who wish to cash in on their business investment. Each option, of course, has advantages and disadvantages. The following descriptions can help you decide which one is right for you.

-Sell the company to your family. The positive results can include a sense of emotional fulfillment from the knowledge that your heirs will continue what you started. You can also structure your payments in installments that can help you not pay an exorbitant annuity of tax in a lump sum.

Possible negative aspects to consider may include having continuing obligations to the company, at least in an advisory role. You can also lose the opportunity to realize future value.

-Sell the company to a third party. You may be able to receive a large cash payment in one lump sum and walk away with no strings attached. However, the lump sum can bring significant tax consequences, and you may lose the opportunity to realize future value.

-Sell the company to management. This option can provide greater flexibility in structuring your compensation and your role in the company rather than if you sold it outright to a third party. However, management can rarely afford to purchase a company for a lump sum. They may have to structure a long-term deal with you, meaning you could be forced to continue your involvement in running the company.

-Employee stock ownership plan (ESOP). Generally, through this kind of program, you sell qualified shares of the company into a trust. These shares ultimately are allocated to the employees who become the “owners” of the firm.

Avis Car Rental and United Airlines are examples of two large corporations that are employee-owned. Proceeds from the sale of stock fall under tax code section 1042; as long as the proceeds are invested in U.S. stocks and bonds, you do not have to pay capital gains tax until you dispose of the replacement property.

However, it takes years to establish the plan and sell all the shares into the trust. There are also ongoing expenses for the maintenance of the program.

-Initial public offering (IPO). Through an underwriter, the business owner sells stock in his company to public shareholders. IPOs typically raise large amounts of capital for the business owner, but he or she may face heavy quarterly pressure from shareholders to maintain profit margins and thus increase the value of the stock.

There is also uncertainty about the market conditions for the offering, and there are considerable initial and ongoing expenses.

Obviously, this is just a thumbnail sketch of the options and not every option that applies to every business owner. To determine which is the most viable for you, it’s important to establish goals for yourself and your business.

Does it matter to you whether the company continues to operate? Do you want your children to take over for you, or would you prefer to sell the company outright?

Once you’ve made some decisions about the company, you should examine your investment portfolio with a financial advisor to make decisions about your estate planning. Possible issues to consider include how much to leave your heirs, tax ramifications to be considered, and whether your financial situation requires you to produce additional income now or if it can wait until later.

Deciding to sell a business to which you have devoted years of your life can be a difficult process. There are a great many financial, social and emotional issues that require consideration. Don’t be afraid to get some help from an accountant, financial advisor or a legal advisor their counsel can help you make an informed decision.

Shlomo Eplboim is vice president of investments for Prudential Securities’ Century City branch. He can be reached at [email protected].

Entrepreneur’s Notebook is a regular column contributed by EC2, The Annenberg Incubator Project, a center for multimedia and electronic communications at the University of Southern California. Contact James Klein at (213) 743-1759 with feedback and topic suggestions.

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