How to buy an existing business and does not stay in the cold
Educational Program Avitonomika / / December 19, 2019
What is the ready-made business and why buy it
Not necessarily to start the business from scratch, you can buy an already running business. This implies well-established processes, purchased equipment, the existing customer base, contracts concluded with suppliers. And you remain just take control and continue to develop the business.
Ideally, everything will be exactly fare. In this case, you can immediately start working - all the preparatory work is already done.
What to find out before you buy ready-made business
Reasons for sale
If you do not want to spend their money on a pacifier, find out why the seller decides to stop acting their job. According to the expert for the sale of the business and investment Nedelyuka Alexandra, there are a few non-suspect, normal reasons.
1. zapping
Many people just get tired of what they are doing and decide to change direction. In addition, owners often find it advantageous to sell the business sphere and to do something more interesting.
2. Resale business
There are a huge number of specialized professionals in various fields who buy the loss-making business cheaply solve the existing problems in it, plus the output in a stable, to sell more expensive.
Typically, such a business is a very good buy, especially if the owner does not hide anything, everything He says, shows and further undertakes to your training and initial support.
Alexander Nedelyuk
3. Section between partners
Many are beginning to work in partnershipBut over time the owners disagree. And then the best way to divide their possessions - to sell the business.
4. The need for money
Sometimes in life there are any circumstances and it is necessary to urgently pull money out of the business, even if it is profitable.
5. unjustified expectations
Sometimes people are counting on easy revenue generation, but wrong.
Alexander NedelyukMany present their case as 3 hours per month. Sit down and controlled. But, faced with the reality, they realize that they have no business output. There are always some problems, and sometimes people just decide to return to a stable hiring and after 18:00 to forget about work.
6. Retirement"
It happens that people have already earned money for old age and want to retire, remove from the life of the stress associated with the business, and do travel or grandchildren.
7. Credit burden
The project is profitable, but was purchased on credit moneyAnd most of the profit goes to pay off the debt. The owner tired of working for the lender and decides to sell the business, repay the loan and to use the remaining funds to start a new business.
8. non-core assets
Sometimes the business goes to the entrepreneurs for debt or as part of another project with the purchase. Sometimes, it is changing the business model and some direction becomes uninteresting. For instance, the company purchases the production in order to produce something for himself, but with him it goes to a retail store. Business is up and running, but it is unnecessary. Often, sellers in these situations do not perform physical and legal entities.
9. Personal reasons
The most dangerous, according Nedelyuka, but sometimes the real reason. Removals, pregnancy, Sale of business, bought his wife, when she "played enough." Suspicious because of these reasons that their sellers are typically used in an attempt to hide the real problems in the business.
Alexander NedelyukBad for you reason sales have always done in the same - in the absence of profits. All other issues - the investigation. But it does not always mean that the offer is not interesting. If the weaker party in this business will be in the area of your competence, you will be able to bargain and profitable to buy an excellent platform for the future of making money.
The reasons for the sale you can ask the owner himself, but it is better to use all sources of information.
I advise you to talk to the competitors, they are sometimes good understanding of how things are going in a particular company. You can even ask if they are willing to buy the business, and to listen to their position and arguments. Talk to former or current if they are talkative, employees of the company.
Dmitry Grits, a practicing lawyer, the director of the Institute of Business Law MGUA
Financial position
According to a senior consultant of the Department of Legal Practice Alliance Legal CG Nikita Rozhentcova, the main question when buying a ready business - as stated indicators (revenue, profit, Return on equity, return) to be reliable and whether they will be saved in the future. The more complex and bigger business, the greater the need of specialists and the time for analysis.
For an objective assessment appropriate to introduce in the ready business management representatives a buyer who could prepare a response to the financial and other related sight activity questions. For these tasks, there is a procedure due diligence - legal and financial audit, which is carried out by competent people.
If you choose to check the seller yourself, founder of the law firm "Baranci and Partners" Vadim Baranci advises view the following data:
- Financial statements for 3 years with the tax inspection of acceptance. So you will be able to follow the dynamics of the company's development and earnings.
- Statements for all bank accounts for 3 years. Here you will find large listings and ask clarifying questions to the seller.
- List of debtors and creditors. And do not trust only paper, try to connect with suppliers and contractors to get the data, and from them. And check on the legal entity or IP based Bailiff.
Browse all receipts, invoices, treaties, Declaration. The figures in them should converge.
The contract is required to provide for a penalty or the possibility of termination of the agreement on the if the seller withheld important details that affect the stability and value of sold business.
Vadim Baranci
Learn current financial performance - half the battle, it is important to find out more, will be possible to maintain them. Check the following points.
1. How stable income
Look contracts that businesses pay money. What his sources of income - one large or medium-sized lots.
Dmitry GritsIf the client is one, there is a risk that he will refuse you, and then the business will be worthless. Therefore it is necessary to watch a condition of the contract: can this major customer to stop working and how fast. And then we have to sit down and take it considering negative scenarios.
If this is the B2C model, find out how the goods or services of recurrence and whether you can get the money back to consumers at a time when you will acquire ready-made business. Consider the risks to the idea that after the purchase of a significant part of customers for some reason refuses to your services or products, and watch what happens to your business model.
2. How business "tied" to the owner
According to Vadim Baranci if business processes are based on a personal relationship with the owner of the consumers, the changes could lead to an outflow of client base.
3. What with trademark protection and intellectual rights
If you do not want to buy an empty candy wrapper on the candy price, you must find out who owns the company's achievements and trademark.
Dmitry GritsA situation may arise when a company sells its flagship product, and it does not belong to it legally. And at some point come to former or current employees and say, pay compensation, or we zaberom all the achievements, they are ours. And most often it is the truth.
4. What about the expenditure side
Now all numbers may look bad. But in the long term? Check all contractual business relationship.
Dmitry GritsFor example, you buy the café, and there is no lease agreement. And the landlord said: "pay three times as much." So why such a business? Or vice versa, you buy a share in the company, and it has entered into a lease agreement for 10 years in a currency without your right to cancel.
5. What mood employees
It is possible that after the sale of the company is going to leave the key personnel who perform a significant portion of all tasks. This will be a serious blow to the work and, consequently, profit.
6. What is the condition equipment
Perhaps it is, but worn out and have to update it soon. This is a serious reason to talk about reducing prices.
Legal risks and business cleanliness
Alexander advises Nedelyuk necessarily take an extract from Unified State Register of Legal Entities and look for the owner and the legal entity through counterparties inspection services.
Find out how decorated relations with employees, Partners, suppliers, customers. Is the business model in the legal regime is efficient. Are there all licenses and certificates. whether violations of the law are critical, which allows the firm (and they are, in the opinion of Dmitry Grits, there is always). Check the business by the files of court cases. If the company has problems, it may simply select for the debts.
Dmitry GritsThe whiter the business, the safer buy it. It is clear that Russia is now rarely found pure legal option, but it is necessary to assess the risk each time in a particular case.
business reputation and market conditions
If the company has long been on the market and, according to the papers, works successfully, she has developed a certain reputation, which should be good. If a clients, Contractors and even competitors roll their eyes, you are interested in hearing the name, you need to very work hard to fix it. Or choose ready-made business.
It is also important to assess and trends in the industry as a whole.
A very long time watching the topic Ready business sales. If in actively selling the business - and there will be a crisis. For example, in Moscow before the demolition of "illegally built" was booming sales of this type of property.
Andrey Efremov, entrepreneur
Therefore, analyze the proposal as a whole, so as not to stumble.
How to translate the ready business
Much depends on how it is decorated on the previous owner.
1. SP
In this case, you do not buy a business as a company, and the assets, and for this it is necessary up as an entrepreneur. According to a senior lawyer of European Law Offices of Paul Korneev, you under the contract of sale will transfer the remains of the goods, business equipment, office furniture, office equipment. You have to renew your name on the lease agreements, contracts and so on.
2. LLC (JSC less)
There are two possible ways.
Sale of 100% of the share capital or share in it
There's a difference, you are buying the whole company or a stake in it. In the second case, you must take into account a lot of nuances, for example to find out what order the owner of exit Ltd provided the documents, notify the other members of the Company on the transaction. But in the first case, there are subtleties that are best discussed with an attorney.
Registration of a new company with the transfer of assets
Here is the same principle as when buying a business in the SP. It is much safer from the point of view of possible risks, as the debt problems of the old company and will not pass to you.
How to be, if you buy ready-made business scary
Take a closer look franchises. You are acting under the name of well-known brand that solves a lot of reputational issues. You will be given instructions on what to do to help build supply. But will have to pay for it from time to time to the right holder a percentage of sales or a flat fee.
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