Business Acquisition Guide 101: Best Strategies for Buying a Business

Dec 22, 2023 By Triston Martin

By buying an existing business, a person can gain entrepreneurial experience without starting from scratch. Approximately half a million businesses are sold annually, and this number is expected to rise as baby boomers retire and market their businesses.

Before starting this project, you must be well-informed to avoid buying regret. Our small business purchase checklist contains detailed instructions for every step. If you consider this option, we will also examine the pros and cons of buying a small business. Lastly, we will discuss completing the purchase of ownership transfer of a business.

Choosing the Right Business to Purchase

Assess your hobbies, strengths, and background before investing in a small business. So, you can be sure your chosen company will suit your needs and interests. If you have restaurant experience, owning one may be a good fit.

You might be a good buyer if you know the company's industry. Compatibility with the company's goals and values is as essential as financial gains when buying a small business. Understanding the business model, products, services, customer base, and industry trends can boost your innovation and success.

Finding Businesses for Sale

Finding businesses for sale that meet your needs is the next step after defining the desired business. You can find many resources to help you. Online marketplaces like bizbuysell.com are treasure troves with thousands of listings.

You can also explore Craigslist, scan classified ads in newspapers, or tap into your network of small-business owners. Industry meetups and conferences can provide opportunities to connect with other professionals and learn about available businesses.

Another effective strategy is working with a business broker. While brokers represent sellers and earn a commission from the sale, they are invaluable in guiding you through the process, from identifying the right business to handling paperwork. Remember, abusiness broker expertise can be instrumental in ensuring a smooth and successful purchase of a business for sale.

Reasons Behind a Business Sale

Finding out why the current owner is selling is crucial when buying a small business. Sale reasons can range from retirement plans to severe company core operations issues.

Buyers should investigate the sale's motivations. Discuss the company's issues, solutions, and results with the current owner. You can learn how to handle these issues from these conversations.

Be cautious and look for warning signs such as:

  • A business plan that doesn’t seem to attract the market.
  • Strong competition.
  • Existing debts in the business.
  • Issues with the business location.
  • Problems related to the brand.
  • Inventory challenges, like high production costs, poor quality, storage issues, or supply-demand imbalances.
  • Outdated or costly to upgrade equipment.

Don't rely on the owner's perspective to get a complete picture. Talk to customers, employees, residents, and neighboring businesses for unbiased opinions. This will help you gauge the business’s actual standing in the market.

Right Business that Aligns With Your Objectives

After reviewing multiple business for sale options, choose the one that best fits your financial goals, resources, and needs.

This involves assessing the business's size, location, sales performance, and workforce to see if they match your business model. While finances matter, time and energy are also essential investments. How much direct business involvement do you want?

Some prefer active participation in day-to-day activities, while others prefer a more passive approach, possibly with aspirations of owning multiple businesses. Your resources depend on the business's current state and your industry expertise. If you buy a technology company but lack expertise, you must either learn the field or hire experts.

Letter of Intent (LOI) for Business Acquisition

When you're set on acquiring a business broker and know the deal's terms, it's time to draft a Letter of Intent (LOI). This document captures everything you've agreed upon, such as the buying price. It's important to note that this is not a final contract but a step toward finalizing the deal. It signals your serious commitment to purchase the business.

An LOI typically grants you, the potential buyer, exclusive rights to buy the business for a specified period, often up to 90 days. During this period, the seller is expected to engage exclusively with you and work towards completing the sale, provided you adhere to the LOI’s terms.

Conducting Due Diligence

After both parties sign the LOI, you gain deeper insights into the business. Initially, you get a basic understanding of its performance, but due diligence allows you to scrutinize financial and legal details crucial for the transaction's completion. It's advisable to review key documents to make an informed decision thoroughly.

These documents include the business’s organizational papers, tax returns for the past three years, current financial statements, customer revenue breakdown for the last three years, information on existing debts, and customer lists with sensitive data appropriately concealed.

It's also vital to look into current contracts, property documents, tenant information, if applicable, and franchise disclosures if buying a small business or franchise. Additionally, you should examine employee and management details, marketing materials, and any legal records related to pending lawsuits.

Securing Funds

Capital acquisition should be your top priority while conducting due diligence on a potential acquisition. Small business acquisitions usually involve borrowed and personal funds (equity).

A Rollover for Business Startups (ROBS) loan is an attractive alternative to bank loans if you have a large 401(k) and want to finance the purchase without debt or interest. Another option is an SBA loan.

Before doing due diligence, check if the seller offers financing, a simpler alternative to external loans. The company's owner funds seller financing. Due diligence is best for this option because it requires a lot of paperwork from the company and you. Your lender must be ready to finance the purchase at closing.

Completing the Purchase

If due diligence reveals no issues, you can complete the transaction. This step involves drafting and agreeing to a final purchase agreement with the seller. Every detail of the deal is finalized here.

A lawyer should help negotiate and review the purchase agreement to ensure it accurately reflects your understanding. After signing the agreement, you can set a closing date and work with your lender to get the funds.

A bank or law firm holds your funds in escrow until all documents are completed at the end of the transaction. You own the business by transferring funds to the seller through mutual agreement.