Selling a business: Everything you need to know about selling your life's work

Company sale
Company sale
Business Succession Recommendations Provenexpert

The sale of a company in 10 steps [Video]

Do you want to avoid costly mistakes when selling your business? KERN supports you with a practice-proven M&A process from the targeted search for a buyer to the secure conclusion of the contract on the way to your new and financially carefree life. This is how the company sale (M&A) becomes your greatest success.

Company sale consulting: The tried and tested M&A process from KERN

1. fitness check incl. company sale checklist

Fitness check with Company sale checklist for the examination of saleability and company valuation according to recognised procedures as well as determination of the sales strategy (e.g. bidding procedure).

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2. preparation of company sale exposé

Creation of a sales-effective Company sale exposés (Information Memorandum) and an anonymous short profile to address prospective buyers. Because the first impression is decisive.

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3. the search for the right corporate buyer

Identifying, coordinating and approaching potential buyers as well as the targeted search in the best Company sale exchanges.

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4. examination of company sale offers

Examination of suitable offers and negotiations with the best possible interested parties until the conclusion of a preliminary agreement (LOI)

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5. conducting a due diligence review (due diligence)

Due diligence by the buyer, negotiation and conclusion of the transaction Company purchase agreement.

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6. the post-merger integration

Die Nachsorge zur Unternehmensübernahme, wie z.B. Integration von Teams, Synchronisierung von Leitbildern etc.

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How business succession becomes a success. The expert guide for family businesses.

Concentrated expertise and compact information incl. a company sale checklist. 20 M&A consultants from KERN have put together the most important information for your successful Company sale procedure summarised. NEW: Now including extensive Company sale checklist

References and testimonials from the field of company sales

The project included the preparation of the sale, company valuation, buyer search and approach as well as the organisation and moderation of the entire sales process up to the final drafting of the contract.

The M&A project, which received an award from Wirtschaftswoche, was successfully completed in less than 11 months.

The mechanical engineering company was successfully sold within 15 months. The project included the complete sales process.

The two founding partners have turned a start-up into a profitable and established company within a few years.

The medical technology company was successfully sold after only 5 months. The project included the complete organisation and moderation of the entire sales process.

The project included the valuation of the company, finding potential buyers, accompanying and moderating the negotiations and implementing the agreements in a legally compliant manner.

Known from numerous publications

Basic information on the sale of companies in the SME sector

Many entrepreneurs ask themselves whether and when they should sell their life's work or not. Especially in times of pandemic and world political changes. The decision is often difficult because many factors have to be taken into account. In the following guide you will learn basic information about selling a company in the SME sector and which points you should consider.

Market situation in Germany

The low-interest phase has led to more and more investors looking for lucrative investment opportunities. The German market for company sales has grown continuously in recent years. Most company sales have been in the industry and trade sectors. Experts assume that this trend will continue in the coming years.

The concept of Company succession is the "headline" for the topic of succession in the German-speaking world. It is understood to mean the sale of a company, a generation change within the family and also the purchase of a company. It is important to clarify this in terms of content for the use of language in a joint exchange.

The company sale process

Once you have decided to sell your business, it is important to plan the sales process carefully. In the following sections we will take a closer look at the typical process of selling a business.

A guide to duration: If the preparations for your business sale, such as the valuation, teaser and exposé preparation are done quickly, a complete transaction can be completed in 6-8 months.

The standard value for a typical Company sale procedure of our sales mandates is 1 to 1.5 years.

There are also exceptions, which can take 2 to 3 years and just need more time for the company sale due to specific features.

And sometimes the phase of "letting go" alone requires a certain amount of time and a longer lead time for the transferor. We recommend a stimulating book by KERN founder Nils Koerber:

KERN Book: Business Succession: The Art of Letting Go

Start preparing in good time

It is never too early to start preparing for the sale of your business. The earlier you start, the better you can prepare your business for sale. One of the most important things you can do when targeting your Sell company want to do is to contact an experienced business advisor as early as possible. This advisor can help you determine the possible price for your business and develop the best strategy for the sale. Sometimes it can also be the start for a sustainable increase in value (e.g. scaling the business model) and a company needs time for this.

Reason for sale and M&A strategy

There are many reasons to sell a business. Perhaps you have reached a certain point in your life where you want to retire. Maybe you are having financial difficulties, health is no longer playing along or you want to get out of an unhappy business. Or maybe you just see a great opportunity to sell your business for a good price.

It is important that you make an informed decision to sell.

The appropriate M&A strategy (sale to an MBI = Management Buy In / MBO = Management Buy Out, strategist or financial investor) is also an essential part of the sale of a company. This strategy includes the planning, the selection of the target group and the execution of a sale to a buyer who will take over and continue the business. The M&A strategy is an important component for the successful sale of your business and should be carefully planned.

The generational change is a sensitive topic that requires a lot of tact. If you decide to pass on your business to a family member, you need to make sure that everyone involved plays with their cards on the table. It is important that everyone's expectations are clearly defined so that there are no misunderstandings. Once roles are distributed and responsibilities are clearly defined, the generational transition can go smoothly.

It may be advisable for those concerned to attend a special seminar for their own clarity and future options:

Inform yourself thoroughly in advance about the entire M&A process. The better the preparation, the more successful the sale of the company will be.

What causes company sales to fail?

A business sale can fail for many reasons. The most common reasons are:

  1. The company values were not correctly assessed.
  2. The sales process was not done properly.
  3. The expectations of the sellers or buyers were too high.
  4. There is no future strategy for the business model.
  5. The buyer was not willing to take the risk of a business transfer.
  6. The terms of the contract were not fair.
  7. The culture of the company did not fit the buyer.

Identify deal breakers and problems

Before you focus on selling your business, you should first identify some problems that might deter potential buyers. These problems can be called "deal breakers" and are often the reason why a business is not sold.

Identify these problems early and fix them before you start the sales process. This way you increase the likelihood that your business will be sold successfully.

Common deal breakers in the sale of a company

Finance

If you decide to sell your business, you also need to deal with the financial aspects of the sale. This includes determining the selling price, finding a buyer and handling the sale.

List of costs incurred in the sale of the business

Reduce dependence on the business owner

Reducing dependence on the business owner means organising your business so that it can function without you. To this end, it is advisable to build a management team that is capable of running the business successfully. Creating standardised processes and systems can also help reduce dependence on the business owner. Without a second level of management, the value of a company tends to decrease.

Business valuation

For small and medium-sized enterprises, there are currently two main procedures for Calculate enterprise value the capitalised earnings value method and the AWH method in the skilled crafts sector.

At KERN, we specialise in the income capitalisation approach according to IDWS1 as well as KFS/BW1 and have already prepared hundreds of appraisals for business valuations.

From the wealth of our transactions online, we also offer you a free company value calculator for an initial assessment.

Start enterprise value calculation FREE OF CHARGE


For what reason do you want to calculate the enterprise value?

The values are based on the so-called multiplier method, which is calculated from countless transactions in the SME sector.

KERN is also, for example, one of the data suppliers for the renowned FINANCE-MAGAZIN, which provides the current FINANCE Multiples (please note the column "small caps"). - companies with annual sales of less than 50 million).

Calculate enterprise value: Multiple method, capitalised earnings value and net asset value

In principle, the valuation of a company can be carried out in different ways. Another common method is the so-called multiple method. Here the Business valuation The results are compared with those of peer companies that have similar business models. This procedure is suitable for a first, quick indication.

The capitalised earnings value according to IDWS1 is a method of determining the value of a company based on future earnings. The capitalised earnings value is usually calculated by multiplying the average annual profit by a capitalisation factor. The capitalisation factor is usually calculated by experts and takes into account factors such as the company's growth rate, the company's risks and the general market situation.

The net asset value of a company is the difference between the current value of its assets and its liabilities. This value can be influenced by a number of different factors, including profitability, future prospects and demand for the product or service.

Value enhancement

A company is more than just the sum of its parts. The value of a company also depends on factors such as its employees, its customer base, its location or business model and its reputation. Soft and hard factors together determine the optimal value of a company. These factors can be increased through clever measures.

The first factor is time and thus especially the strategic preparation for a company sale.

The brand value of a company can be increased, for example, through a successful marketing campaign. Investments in the expansion or modernisation of the product range can also positively influence the market value.

Book your place here now in a free online seminar by the specialists for business succession: The 7 most expensive mistakes in business valuation.

Taxation of the sale of a company

The taxation of the sale of a business can be a complex matter. It is important to consult with a tax advisor or other financial professional before selling your business. If you want to potentially save tax, you need time to prepare.

Company sale taxes

How high the taxes are at the Company sale The tax burden on the sale of a company is so individual and varied that it is not possible to give a detailed account of it in the near future.

The formal level alone, e.g. whether it is an asset or share deal, a partnership or a corporation, creates different framework conditions for taxes in a company sale.

Last but not least, there are country-specific issues to consider, whereby the KERN Group in the D-A-CH region in particular offers additional added value here with its broad expertise.

For this reason, we have written a detailed article on the important topic of Company sale taxes created.

Capital gain

When you sell your business, you can usually expect a substantial capital gain. This profit is the amount you have left over after selling your business and covering all debts and other obligations. You usually also have to pay tax on the capital gain.

Sell limited liability company

Especially if you have a Sell limited liability company there are a few points you should pay attention to. First of all, you should consider whether you want to sell the business completely or only partially. Entrepreneurs decide, for example, to sell only Sell GmbH shares to want to continue to have a share in the profits or also to delay the personal letting go a little longer. 

55 years scheme / allowance

If you have reached the age of 55, you can claim the tax-free allowance according to $16 para. 4 EStG once in your life. The tax-free amount is 45,000 euros. If your profit from the sale is more than 136,000 euros, the tax-free amount is reduced by these additional proceeds. If the proceeds from the sale are more than 181,000 euros, the tax-free allowance does not apply at all.

How can the tax be calculated?

For example, if you sell shares in your GmbH that are held as business assets, the partial income procedure applies. This means that only 60 percent of the profit from the sale is subject to income tax:

Disposal price 

750.000 ?

Share capital (min.)

25.000 ?

Lawyers & Tax Consultants

20.000 ?

Other costs, e.g. M&A advisors

15.000 ?

= Capital gain

690.000 ?

Taxable amount (60 %)

414.000 ?

In this example, 410,000 ? must therefore be taxed at the personal tax rate.

If the shares are in the private assets of a shareholder, it must first be examined whether the person holds a substantial share in the company. A share in a GmbH of 1 per cent or more is a substantial share.

Even in the case of a substantial participation in a company, the sale of the share in the company is subject to the partial income procedure.

If you own less than 1% of the shares in a GmbH, a final withholding tax of 25% plus solidarity surcharge and church tax is due. If the shares in the GmbH were acquired before 2009, the sale is tax-free.

By the way: You can find more information about this in one of our articles Sell GmbH Taxes.

Information Memorandum / Exposé

We recommend preparing two types of documents in advance:

  1. A kind of neutral short description (teaser) of the company for sale, which does not reveal the identity, but contains the business model and the most important key data and has the task of making possible target groups curious about this offer.
  2. Ein ausführliches Firmen Exposé to prepare a report on the company that clearly shows the past, present and future of the company. Balance sheet figures for the last 3 years and target figures for further development.

Likewise, the Information Memorandum or exposé show strengths and weaknesses and at the same time whet the appetite of the reader, i.e. investor and potential company buyer. The company buyer should therefore want to learn more about your company and further arguments can be found in a direct exchange.

Find a successor

There are plenty of options for selling a business.

Banks and savings banks, but also chambers (e.g. in Austria the Chamber of Commerce with its own successor exchange www.nachfolgeboerse.at or in Germany the stock exchange Nexxt-Change), lawyers and tax advisors can be a contact for your company sale. Ask your tax advisor and lawyer specifically about their experience in M&A matters. One transaction a year does not necessarily mean that you can call on real experience in depth.

Strategic investors from an industry can also be a place to start. For example, if you have a Sell construction company construction groups could be considered as investors.

Wir von KERN verfügen z. B. in unserem Datenpool über weit mehr als 300.000 geprüfte Investoren Profile, die konkret auf der Suche nach einer Firmenübernahme oder Beteiligung sind.

And there is the option of testing the current market value of your business completely anonymously using a special KERN procedure and only deciding later whether you really want to sell.

The details for the neutral and anonymous procedure developed by KERN, can be found under MARKET-VALUE-CHECK.

Strategic investor

There are two main types of buyers who may be interested in selling a business: strategic investors and private buyers. Each has their own reasons for buying and each brings their own strengths and weaknesses. It is important to understand which type of buyer is right for you before you start the sales process.

A strategic investor is usually a larger company investing in your business to expand and strengthen it. This can be achieved by purchasing new product lines, building new production facilities or taking over a competitor. Employee potential also plays a particularly important role for this investor.

A strategic investor is usually not interested in short-term profit and may be willing to invest in your company to strengthen it in the long term.

Company exchange

company exchanges, such as www.dub.de or www.nexxt-change.org and also the Company exchange from KERN offer a good option for a neutral buyer search. 

There are only a few marketplaces that we would really like to recommend from our experience and conviction.

Just try www.nexxt-change.org 

This company exchange is free of charge and therefore has a very wide range of buyers and sellers (KERN is one of the few official service providers there with its own online access). However, not every advertiser always responds. Please be patient! Responses are voluntary and cannot be forced.

Or www.dub.de  as a sales platform for companies with costs for an advertisement. However, this also filters the quality of buyers and sellers to a certain extent (KERN is also one of the selected premium partners of the first hour here).

By the way, buyers and investors for a company acquisition can register for the KERN data pool free of charge. Simply send an e-mail to kontakt@kern-unternehmensnachfolge.com. We will then send you a free link to your specific search profile.

You can extend yourself via the free subscription to our various Newsletter sichern und verpassen damit kein Angebot für einen Firmenverkauf oder Company acquisition.

Examination of the purchase offers

Before you decide on a buyer, you should carefully check which offer best suits your needs and wishes. Make sure that the purchase price is fair and that all the terms of the offer are clear and understandable. If you feel unsure, you should consult a lawyer, M&A expert or tax advisor to carefully review the offer.

Also pay attention to whether the offer is paid immediately or in instalments. If it is paid in instalments, make sure that the instalments (as Earn Out regulation often oriented to key figures of the future) can also be realistically achieved for you as a seller.

Short list and first negotiation talks

After you have taken the first step towards selling your business and have created a "short list" of potential buyers, it is time to start negotiating. This can be an emotionally challenging process, but with the right preparations you can focus on getting the best for your business and your future.

Before you start negotiating, you should ask yourself a few questions: What kind of sales offer is most important to you? The first negotiation is the one in which you present your business. It is very important that you prepare for this conversation because there is a lot to discuss. First, you should make a short list of the points you want to discuss with the buyer.

Letter of Intent Seller Checklist

Letter of Intent

The English term Letter of Intent is representative of the letter of intent that buyers and sellers should agree on at an early stage of getting to know each other.

This avoids misunderstandings in an intended company sale and usually separates the wheat from the chaff. Although the so-called LoI (Letter of Intent) is not legally binding, it obliges the buyer and seller to formulate important contents and parameters for a possible succession arrangement in a forthcoming transaction and thus to agree on a common clarity regarding the goals of the following discussions in the sale of the company.

Due Diligence and Due Diligence Checklist

This term describes the buyer's examination phase in the sale of a company.

You can find detailed information on this important topic on our page on the subject of Due Diligence. We have also put together an extensive Due Diligence Checklist available for download.

Infographic and checklist KERN for the right due diligence process
Company Purchase Agreement Checklist Contents CORE

Company purchase agreement

Every company purchase agreement is individual and differs, for example, if you are selling a limited liability company or a sole proprietorship or whether it is an asset deal or a share deal. Therefore, we would only ever be able to present excerpts from the views of buyers or sellers.

In any case, do not take the subject of contracts lightly and we expressly warn against so-called standard contracts.

Many a person has unintentionally given away money and the value of his or her company out of false thriftiness for a professional company purchase contract. Even worse are the legal processes that can arise after a sale.

Please also read our tips on the Company purchase agreement.

Transaction model / transaction structure

Once you have decided on a particular transaction model, you need to plan the exact transaction structure. There are different ways you can sell your business. For example, you can divide the sale into two phases: In a first phase, the company is partially sold to a strategic buyer; MBI or MBO, and in a second phase you later sell the remaining shares.

Alternatively, you can sell your business completely. The transaction structure depends on many different factors, such as the type of business, the market value of the business and the preferences of the seller.

Asset Deal or Share Deal

There are two main types of company sales: Share Deal vs. Asset Deal. Both have their advantages and disadvantages that you should consider before choosing one. An asset deal is the right choice if you only want to sell certain parts of your business.

Maybe you only want to sell your real estate portfolio and keep the rest of the business. Or you may want to focus on a specific business segment and sell the rest of your company.

A share deal is the right choice if you want to sell the entire company. The buyer acquires all the shares in the company and thus also assumes all the liabilities and obligations. In a share deal, there are usually no disputes about the valuation of the individual assets, as the buyer acquires the entire company.

Signing & Closing

The signing & closing process begins with the signing of the sales contract by both parties. This contract records all relevant details of the sale, including price, payment terms, guarantees and special conditions. Once the contract is signed, a "closing" date is set.

On this day, the sale is finalised and the buyer receives the 'keys' to the property. In most cases, the buyer transfers the agreed purchase price to the seller in advance, who then signs the corresponding documents and passes them on to the buyer. After all documents have been signed and notarised, the sale is completed.

Post Merger Integration

The success of a company sale depends not only on the right preparation and timing, but also on the Post Merger Integration. After all, after the sale is before the integration: the two companies or the MBI must now grow together and form a new entity. Successful post-merger integration requires thorough preparation.

The post-merger integration process is one of the most important aspects of acquiring a company. This process serves to unify the two companies and ensure that the acquisition is successful. What has been the management culture in the company so far? What synergies are to be achieved? What restructuring is planned?

Legal aspects

There are some legal aspects you should consider when selling your business. First of all, you need to make sure that you have all the necessary permits and licences to sell your business. This can vary depending on your industry and location. So make sure you obtain all the necessary documentation before selling your business.

Notary

Notaries play a central role in the sale of a legal entity (e.g. GmbH). This is because they are the ones who draw up and notarise the sales contract as an alternative to a lawyer. They also take on the task of monitoring the purchase price and paying it out to the seller.

Lawyers

The role of an experienced M&A lawyer is crucial in a business sale. This professional can help you draft a valid contract and ensure that all necessary steps are legally secured.

Even if you think you can handle the process yourself, you should take the time to consult a lawyer who is familiar with the business sale process. You will probably also have some legal questions about selling your business.

Employees

The good news is: As a rule, most employees stay on board when a company is sold. This is because when the company is owned by the new owner, the same employment contracts and collective bargaining conditions continue to apply.

For you as an entrepreneur, this means: you do not have to worry about your workforce and can fully concentrate on the negotiations with the buyer.

The bad news is: In individual cases, it can happen that individual employees leave the company. This is the case, for example, if the new owner decides to relocate the company. In such a case, the employees naturally have a certain right to protection against dismissal.

Risks

If you sell your company to an external buyer (MBI or investor), you should be aware that you are relinquishing all influence with the sale of your life's work. In the case of an MBO, it is more likely that the previous framework conditions in the company itself will be retained to some extent. This can lead to conflicts, especially if the new owner wants to change the corporate culture. The company's employees may also feel insecure and think that their jobs are in danger.

Secondly, it can generally be very difficult to find the right buyer. It is also possible that the buyer will run the business badly after the purchase and get it into trouble.

Company sale costs and fee models

Understandably, this depends entirely on the scope of the desired guidance and support for an M&A transaction.

Do you need a transaction advisor, a lawyer and a tax advisor?

Or only a partial service? Without professional support, there is a very high risk of errors and loss of value, or even the problem of legal disputes.

You will find a wealth of possible models in the detailed article on the subject of Costs of a business succession.

Company sale checklist

In a few key points, the sale of a company can be summed up as follows:

Short checklist for the sale of a company

We have compiled a detailed list of all checkpoints in the article Company sale checklist put together for you.

Company sale consulting

Image Identify reputable M&A advisors -> Alt-Tag: Tips on how to identify reputable M&A advisors.

Uncomplicated and as it suits you. Confidentiality and discretion are particularly important to us as the KERN Group. You decide where and when we meet for a personal meeting. Of course, this can also be done by video.

The content of the conversation itself depends on your concerns. We are specialists in the sale of companies and will be happy to answer your individual questions.

Our M&A advisory services in Germany, Austria and Switzerland

With our many years of experience and our extensive network in German-speaking countries, we are able to find the best buyers for your company and develop the optimal transaction structure for you. In addition, we support you in the negotiation and implementation of the sale. To distinguish serious from unserious advice, also take a look at our article on the subject of M&A consulting.

KERN Standorte 09/2022

Experiences, Figures Facts and Transactions

The special project of a company succession requires a high level of professionalism and a lot of experience in the complexity of a company sale.

As in other industries, in the M&A segment, experience and seriousness are among the most important characteristics for an optimum Company sale.

And the best way to do that is through references for a company sale. So ask the M&A consultancy specifically for references and examples from previous transactions for a company sale.

You will find a wealth of over 150 references at KERN, e.g. under Customer testimonials

You can find out more about finding a counsellor in our detailed blog article on the subject of Company sale consulting.

Company sale FAQ

How does a company sale work?

Selling a business is a complex process that takes a lot of time. It begins with the search for a buyer and ends with the conclusion of the sales contract. In the meantime, you need to prepare your business thoroughly to ensure that the sale goes smoothly.

What should be considered when selling a company?

First of all, you should make sure that you gather all the relevant documents before you start the sales process. This includes the business plan, the financial situation of the business and all other important documents. Another important aspect is the valuation of your business. This is important so that you can set a realistic price for your business.

What happens to employees when the company is sold?

When a company is sold, employees may lose their jobs. In principle, the following applies: A buyer legally takes over all previous entitlements of the employees.

Why are companies sold?

Often it is for personal reasons such as old age, illness or simply the desire to retire. But also from a financial point of view, a company sale can not only make sense, but can also be the decisive solution for old-age security. Sometimes a company sale can also remedy a critical development in a company and insolvency can be prevented.