Mergers & Acquisitions...
Merfeld & Schine, Inc.

Preparing Your Company For Sale

The ideal time to start preparing your company for sale is at least one year before you put the company on the market.

Given a bit of time, the value of just about any business can be enhanced through some fairly easy steps, a few of which are outlined below. If we get started six months to a year before you put the company on the market, we can help you increase the value of your company, be sure you avoid some common seller mistakes, and make the selling process go more quickly and smoothly.

If you are interested in enhancing the value of your company and preparing it for sale, we can help. Please fill out this simple form or call us (401-751-3320) for a no-obligation consultation without sales pressure.

Here are some sample steps that you can take now to maximize the value of your company and assure a quick and successful sale.

Issues to Consider


Financial Issues
Start Preparing Financial Statements for Selling Purposes

No, we're not advocating an illicit set of books. However, financials prepared for tax purposes are designed to show income as low as is possible within the confines of IRS regulations. Large corporations typically prepare a set of financials for the IRS and another for in-house analysis. You should begin this practice too and you should begin far in advance of the sale. It is much more effective than having to prepare a so-called restructured set of financial reports years after the fact. It is very effective though if you have done it on a regular basis for several years.

Talk to your accountant about possible modifications in your accounting methods that may work to your advantage when it comes to selling your company.

Employee Issues
Personnel Changes

Buyers are afraid that key employees might leave after they take over the company. Now is the time to talk with key employees. If they are prepared to remain with the company through the transition, fine. If they are thinking of leaving, it is better that they leave sooner than later. This will allow ample time to train a replacement who will remain with the company through a transition.

Examine Retirement, Profit Sharing, and Pension Plans

Depending upon your age, your fiscal year, and the level of funding of your retirement and other compensation plans, it might be advantageous to change the characteristic or terminate the plan well before selling the company.

Similarly, if you are the trustee and or administrator of a pension or profit sharing plan, now is the time to consider turning these functions over to an outside administrator. consult your lawyer, or retirement plan advisor.

Contractual Issues
Examine Contracts

Take a close look at any contracts you have with suppliers or customers. Those that would be beneficial to a new owner should be kept and extended if possible. However, if there are contracts that you are renewing because of habit, or for other reasons that are not financially prudent, now is the time to do something about them. Contracts that are harmful to a buyer will certainly lower the value of your company.

Review your Real Estate Lease(s)

If yours is the type of business that depends on location, make sure that you can assure a buyer that he will be able to stay in that location for a reasonable period of time. Above all, make sure that your lease isn't set to expire and be re-negotiated while you are actively selling the company. Negotiating a lease when you are all set to sell is like negotiating with a gun to your head.

Likewise, if your location might be inappropriate for a buyer, consider moving now.

Renewal options are generally better than long commitments because they give the buyer maximum flexibility to stay put or to move. If possible, get a lease that can be assigned to a buyer at your option.

Examine Equipment Leases

If you are leasing equipment and the lease will remain in place after the sale, look at the rationale of the lease(s) from a buyer's perceptive. If a lease will have the effect of saddling the buyer with an interest rate well above prevailing rates and any tax advantages have already accrued to you, the lease may hurt the firm's value. Your accountant can advise you here.

Structural Issues

Systematize Operations

Many small companies rely on a mix of clearly documented procedures and procedures that exist only in the owner's head. Your company will be more salable if procedures are clearly systematized and documented so that a competent manager can take over with minimal training. Get it out of your head and into a procedure manual. Make sure the procedures are tested and refined before the sale.

Ownership Structure

If you are operating as a sole proprietorship or a partnership now may be a good time to incorporate for two reasons.

First, it is better to have the corporation liable for payables and other debts. Otherwise you might find yourself responsible for the new owner's liabilities or liabilities that he agreed to take over. Make the change now because it takes time for creditors to change things over in their own records. Incorporating just before a sale to distance one's self from obligations is not foolproof. In fact, if you wait too long you may have difficulty meeting IRS filing requirements and other bureaucratic requirements that are notorious for taking too long.

Secondly, a corporation provides a clean vehicle for transferring a company in part rather than in whole. A buyer could purchase the proportion of the firm's stock (at the agreed price) that would give him the agreed proportion of the company. Discuss this with your lawyer and your accountant.


Entrepreneurs are not known for their fastidiousness in keeping records and documentation. While updating corporate bylaws, minutes, and the like may be way down on your list of priorities, the buyer's lawyer will not be so casual about them. Talk to your lawyer about appropriate updates.

Selling a business is not a simple transaction. For example, you can sell a controlling interest in your company and still retain an equity position. You might sell the stock of your company (stock sale). Or, your corporation may sell its assets (asset sale). It is not unusual for a business owner to sell the business but retain ownership of the receivables for purposes of security. In all likelihood, the buyer will want you to stay wit the company as an employee or consultant for a period of time in order to make a successful transition.

We are experienced at working with the myriad of variables in order to enhance the value and salability of companies up to $20 million in annual sales. If you are planning to sell your company within the next six months to two years, contact us to discuss how we can help you prepare your company for sale.

If you are interested in enhancing the value of your company and preparing it for sale, we can help. Please fill out this simple form or call us (401-751-3320) for a no-obligation consultation without sales pressure.

Free initial consultation and evaluation for business sellers

39 Brenton Ave.
Providence, RI 02906
Phone ~ 401-751-3320
Fax ~ 401-489-7339

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