ComplianceFinanceLegalOctober 19, 2020

Closing the sale of your business

In the context of the sale of a business, the "closing" is the point in time at which all necessary documents are signed by all the parties, apportionment of expenses up to the date of closing is done, money and keys are exchanged, and the buyer becomes the new owner of the business.

Sometimes the closing occurs on a particular day, when the parties meet with their respective lawyers to sign all the documents in each others presence.

In other situations, an escrow agent is used. Each party signs the necessary documents as they become available, and forwards them to the escrow agent over a period of days or weeks. When the agent has everything from both parties, he or she will release the funds to the seller and the deal is "closed."

Whether an escrow agent or a closing ceremony is used really depends on the custom in your geographic locality, and the preference of your lawyer.

Immediately prior to closing, the buyer may want to do a "walk through" to be sure all the equipment and inventory listed in the purchase agreement is still there. Because accidents happen and inventory gets sold or broken, you should be prepared to do a bit of last-minute adjusting to the purchase price.

After the sale: What now?

After the sale of your business is completed, the first thing you should probably do is take a well-deserved vacation!

The process of selling your business can be very hectic. You've probably put a lot of work and many late nights into gathering and presenting information about your business, schmoozing with potential buyers, and negotiating the terms of the deal while at the same time trying to keep your business running with at least a semblance of normalcy. After you close the deal, the exhaustion will probably hit you, as well as the emotional impact of having to let go of your company. It may be a good idea to leave town for a while, so you can avoid seeing your "baby" in the hands of a new owner, at least until you have some time to adjust to the change.

You may continue to be tied to your former business for a few years, if you've agreed to stay on as a consultant or employee, or if the new owner still owes you money. But chances are you'll be much less involved in the day-to-day routine, and more concerned with strategy and long-term direction. And even this involvement is likely to be fairly short-lived, as the new owner begins to feel more comfortable and anxious to make his or her mark on the business.

Most of your attention will turn to the best way to put the proceeds of the sale to work. You'll probably want to schedule a meeting with your attorney and financial planner to determine whether there are any creative ways to structure your holdings. For example, you might decide to liquidate the corporation. A trust or family limited partnership may be the best way to shelter some income or transfer it to family members in a way that will minimize income taxes now, and estate taxes later.

If you haven't spent much time learning about investments, now is a good time to do it. If you have a significant amount of money to invest you'll probably want to seek the help of a professional adviser, at least in the beginning. But that doesn't mean you should avoid learning as much as you possibly can about the world of finance.

Finally, many former small business owners who've successfully sold their companies find that they miss the challenges and risks that go along with being an entrepreneur. Many have found that they can scratch that itch, and at the same time achieve a good return on capital, by investing in other small businesses in their town or region. Becoming a business angel who can come to the aid of younger entrepreneurs with both money and expertise can be the perfect solution to the question of "what do I do now?"

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