Some people go into business with the aim of building a good business then sell it. Others spend years building their businesses so that they may leave something for their children. Whatever the intention, it is clear that at some point one will exit their business.
Even though the idea of you exiting your business sounds inconceivable, you must remember that you will not run your business forever. As an example, the people that started Coca Cola are not the same people running it today. Therefore, you and your business must be exit and investor-ready at every stage of your business. You must have an exit plan. The exit will happen in a different form, whether you are prepared for it or not.
Your exit from your business may happen in any of the following ways:
- The passing of your business to your children
- Health issues limiting the ability to run the business
- Lack of interest in the business and a desire to start a new venture
- Exit an unprofitable business
Every business must have an exit plan:
- Unplanned exits may be disastrous. Imagine trying to sell a business whose tax affairs or books are not in order. Also, investors are looking for a well-run company. They want to know that their money will not go down the drain.
- A good plan will ensure that you exit at the right time. Remember, just because you are ready to exit does not mean your business is ready. Life has its own dictates on when or how you will exit our businesses. When life circumstances dictate an unprepared exit, it rarely goes smoothly.
Do you know how much your business is worth?
Any exit plan should start with a professional valuation. A professional valuation is critical to ascertain the accurate value of your business. If you are to approach a buyer and you do not know how much your business is worth, where are you going to start the negotiations for a price?
Proper due diligence will also be needed. This will help you to review your business from the perspective of a potential buyer. It will help you identify any gaps in the key drivers of your business and identifying ways of closing these gaps in order to have a proper exit and investor-ready business.
Good due diligence will also enable business owners to determine the key value drivers of the business and identify the areas that will impact its sale value. Once you have a proper plan, a value for your business and well-executed due diligence for your business, it will be easier to identify and approach potential buyers.
Some of the actions that are important in developing an exit strategy:
- Do not allow the business to heavily rely on you and your skills set. When you get sick or die, the business takes sick leave or dies with you.
- Therefore, develop key employees who can run the business on a day-to-day basis without your involvement.
- Develop an operating manual of how you do what you do. Define each key process and quality control checks. This is important because business goes on even when you or your key employees are not around.
- In addition to the operating manual, have a library or knowledge base. This will ensure that important information/knowledge is shared among everyone in your business. Also, you will most likely find yourself in a unique situation from time to time. Adding your experiences of the case and how you dealt with it will ensure that you do not waste time dealing with a similar issue in the future.
- Have a dashboard that shows you the key performance indicators and what the trends of those indicators are.
- Have a compensation system in place that rewards managers who help improve key performance indicators of your company and who come up with innovative ideas to improve your business and customer experience.
- Have a data room for your business. A data room is a place where you store all important documents and information about your business. Your data room may include but not limited to:
- Latest financial signed financial statements
- Share certificates and share register
- Memorandum of incorporation (MOI)
- Company registration documents
- Your latest up to date Tax clearance (what is now known as Tax Compliance certificate)
- Operating Manual and knowledge base
- Shareholder Agreements
- Board members and advisors
- Licences and permits and other Intellectual properties
- Strategy and KPI targets
- Internal controls
- Risk profiles and risk management
- Organisational structure
- CVs of key management
- Summaries of key employment agreements and benefit plans
- Copy of IDs for senior management
- Material contracts
Be aware of the tax consequences
If you will be selling beware of the tax consequences. Whether you sell the operating assets in the business or the business as a whole, the transaction will attract Capital Gains Tax (CGT). Therefore, a well-thought tax plan is an important part of the overall exit plan. If you do not have a dedicated tax team within your business, get the services of a professional Tax Advisor/Practitioner.
Succession after death or retirement:
Strategic planning for a business needs to include a proper succession plan. Succession planning may not be high on your agenda but retirement and death are certain. In a small/family business succession planning is even more important to effectively conclude the transfer of ownership or management from one party to another:
- The first step is to draw up a shareholders agreement. The agreement should specify the rights and privileges of a shareholder if they wish to sell/exit. It should be agreed if the existing shareholders have the first preference to buy. The agreement should specify the terms and conditions of the sale and purchase by existing shareholders if existing shareholders are to takeover.
- The second step is to take a policy to cover for the key shareholders. This should step in when the key shareholders die or get disabled/or are permanently incapacitated. To avoid complication in these situations a business may consider key-man insurance against these shareholders. This provides a pay-out to the business in the event of death or permanent incapacity of the insured individual which can be used to headhunt a new manager or to provide funding to the shareholders if they decide to dissolve the business. The reason this coverage is important is that the death of a key person in a small company often causes the immediate death of that company too.
How key-man insurance works:
- A company buys a life insurance policy on the key personnel, pays the premiums and is the beneficiary of the policy.
- If that person unexpectedly dies or is permanently incapacitated, the company receives the insurance payoff.
- The company can then use the insurance pay-out for expenses until it can find a replacement person, or, if necessary, pay off debts etc.
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