By Guest Contributor Gregory A. May, Esq. – www.kieselandmay.com

When you buy or sell a business, and limited liability companies are involved, it is important to understand who can obligate the businesses. Why? Well, first it is important to understand who can bind your company on contracts and various agreements. This is good information to have regardless of whether or not you are considering selling. Second, nobody wants to buy a business only to find out that the Seller was not authorized.

So how do we determine who is authorized to act on behalf of a LLC? The answer lies in Section 605.04074, Florida Statutes, which provides the framework for defining these issues; and the law varies depending on whether the Company has been set up to be a member-managed or manager-managed.

In the case of a member-managed company, it is assumed that a member may act on behalf of the company for the purpose of its activities and affairs. Acts of a member for those purposes are deemed to be authorized unless the person whom the member was dealing knew or had notice that the member lacked authority. However, any act not done in the ordinary course of business affairs binds the company only if the act was authorized by the appropriate votes of members. I would argue that the sale of a business or all of its assets is outside of the scope of its ordinary business affairs, and that is why we like to be sure that all members have executed or approved business sale agreements.

In manager-managed limited liability companies, actions by managers are deemed authorized if they are in the ordinary course of the business affairs, and the person with whom they were dealing had no notice that the manager was unauthorized. And actions by managers, not in the ordinary course of business, bind the company only if they are approved by appropriate vote of the members. However, it is important to note that a member is not an agent of the LLC for the purposes of its business solely by reason of being a member.

One way to resolve this issue is to file a statement of authority as defined in Section 605.0302, Florida Statutes. The other is to obtain a business law attorney to handle your closing. Happy negotiating and good luck in your new business!

*This communication is for informational purposes only and shall not be deemed formal legal advice or the formation of an attorney-client relationship.

Gregory A. May, Esq.
Kiesel and May, Attorneys at Law
2121 McGregor Boulevard
Fort Myers, Florida 33901
T: (239) 334-1800
F: (239) 332-3927
www.kieselandmay.com

Michael Monnot

941.518.7138
Mike@infinitybusinessbrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

https://infinitybusinessbrokers.com

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By Guest Contributor Krystal F. Burroughs – www.reviewdriver.com

Many businesses are very reactive when it comes to their online reputations. Ask yourself the following questions:

Have you claimed your online review profiles?

Do you know the online reviews sites where you have reviews?

Is someone monitoring and managing those review sites?

Does your business have a plan to handle negative reviews?

Do you respond to negative reviews and online issues?

Having a plan in place to handle online attacks, negative reviews and customer issues is key to the future success of your business.

A successful marketing plan includes all the above and is a process that involves measuring results and tracking performance. Too often clients tell us they are spending thousands on advertising and do not understand why their conversion rates are so low. The most beautiful print or digital advertising campaign will not change what your potential customers find when they search you online. They might find your competitor has glowing reviews and choose to call them instead. Think of managing your online reviews as insurance for your advertising dollars.

Gone are the days of feeling powerless to negative online reviews. Call today for a free 15 minute consultation.

Krystal F. Burroughs
krystal@reviewdriver.com
Director of Client Happiness
(727) 218-9218

Michael Monnot

941.518.7138
Mike@infinitybusinessbrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

https://infinitybusinessbrokers.com

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We are all guilty of getting into vacation mode long before a vacation starts, and although slacking off at work three days before you leave for a trip might not cause much harm to your professional life – this same kind of mentality applied to the sale of a business can be catastrophic.

Many, many sellers list their business on the market and then completely take their foot off the gas pedal, expecting to coast their way to a closing table.  This can be a very big mistake.

Why?

Well, for starters it typically takes somewhere between 9 to 12 months to sell a business. A mentally absent owner who tries to coast along for such a large amount of time will more than likely damage the bottom line.

When your business is for sale, you need to push harder than ever, because the health of your bottom line is going to determine how much you get when you sell your business (or if you sell your business at all). Sellers who take their foot off the gas can inadvertently send their business into free-fall, something no buyer is going to want.

Mentally checking out can also come back to haunt you if your business doesn’t sell or if your circumstances change and you decide to pull it off of the market. You alone will be left to pick up the pieces of the mess you caused by losing focus. If you stay on track for anyone, do it for yourself.

What should you do instead?

Take the time from listing to closing to continue as if the business weren’t for sale. Any improvement in your business will be seen as growth by buyers, and may mean more for you at the negotiating table. Trying to grow your numbers while your business is for sale can help you achieve a far better return on your investment.

Are you considering selling your business but are already so burned out you don’t know that you could make it another 9 to 12 months? Do you want to know what your business may be worth to buyers? Ask us! Please feel free to leave questions or comments here and we would be happy to help.

Michael Monnot

941.518.7138
Mike@infinitybusinessbrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

https://infinitybusinessbrokers.com

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Have a business in restaurant, retail or service industries?

In the second quarter of 2015, those three industries alone accounted for 90% of closed transactions. The time to get your service, retail or restaurant industry business on the market is now, while your industry is in such high demand! Contact us today to get listed and SOLD.

Michael Monnot

941.518.7138
Mike@infinitybusinessbrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

https://infinitybusinessbrokers.com

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If selling your business is something you are considering, the newest look at the BizBuySell Insight Report for the most recent quarter of 2015 shows once again that the time to sell is now.

The median asking price and the median sale price are up and consistent since the last quarter of 2014, but this peak may not last – especially considering the large number of baby boomer owned businesses slated to hit the market in the near future. Hit the wave while it’s in the seller’s favor and get your business listed today!

Michael Monnot

941.518.7138
Mike@infinitybusinessbrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

https://infinitybusinessbrokers.com

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By Guest Contributor Sabine Weyergraf – www.weyergrafimmigraiton.com

According to a July 2015 White House memo, “Modernizing our visa system to meet the needs of the 21st century is critical to ensuring that we continue to reap the cultural and economic benefits of an immigration system that encourages innovators and entrepreneurs to build lives in the United States and contribute their vitality and creativity to our economy.”

This is a special report that reviews a number of initiatives that are underway or will be underway to revise the U.S. legal immigration system and make it more efficient and effective.

The report highlighted a number of findings in a 2010 study by Jennifer Hunt and Marjolaine Gauthier-Loiselle. Their research confirms that immigrants are exceptional workers and innovators, and often highly entrepreneurial.

Their entrepreneurial spirit helps them to start businesses that create job opportunities for millions of Americans.

Some of the study’s findings include:

• 25 percent of companies backed by venture capital between 1991 and 2006 were started by immigrants.
• Immigrants started a quarter of engineering and technology companies founded between 1995 and 2005.
• In May 2012, the Small Business Administration’s (SBA) Office of Advocacy found that immigrants have high business formation rates and create successful businesses that hire immigrant and U.S citizen employees and export goods and services.
• The study found that immigrants file patents at two times the rate of U.S.-born workers. This may have a direct correlation to immigrants’ relatively heavy representation in science, engineering, and other technical occupations. However, analysis revealed that immigrants in those fields patent at an above-average rate even when compared to other U.S.-born scientists and engineers.
• Hunt and Gauthier-Loiselle found that high-skilled immigration has significant spillover effects. The rate of patenting by U.S.-born innovators doubles in response to a one percentage-point increase in the percentage of immigrant college graduates.
• Encouraging high-skilled immigration can increase the rate of technological innovation in the United States, increasing the productivity of American workers and growing the economy.
• Even outside the high-tech sector, immigrants are more than twice as likely to form new businesses in a given month compared to U.S-born individuals, according to the 2012 SBA report, and immigrants are significantly more likely to run a company with more than 10 workers.
• A study by the Partnership for a New American Economy reported that more than 40 percent of Fortune 500 companies were founded by immigrants or their children. The study also noted that these companies are responsible for many jobs here and abroad—employing more than 10 million people worldwide—and that they generate annual revenues of $4.2 trillion.

The decision to immigrate is a complex one. The United States is a magnet for skilled immigrants who bring their innovation and entrepreneurship to grow our economy and create jobs for all Americans. The United States has flexible labor markets that are able to integrate immigrants relatively quickly. The country also recognizes the skill premium where exceptional ability and willingness to work hard are compensated in the form of higher income, education and job training.

Sabine Weyergraf is founding partner and New York licensed attorney practicing solely immigration law with Weyergraf Immigration, PA in Sarasota, Florida.
Contact: 941-706-4102, sabine@weyergrafimmigration.com

This article is provided for general informational purposes and does not constitute legal advice.

Michael Monnot

941.518.7138
Mike@infinitybusinessbrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

https://infinitybusinessbrokers.com

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By Guest Contributor Krystal F. Burroughs – www.reviewdriver.com

The online landscape has changed the way most businesses build their brand, attract new customers and maintain the loyalty of their existing customers. According to Dimensional Research “90% of customers say buying decisions are influenced by online reviews”. Ten years ago we were not strategizing on SEO, Google Ad Words and social media campaigns. Today a new influencer has entered the scene, online reviews. A recent study by Pepperdine Business School shows that “80% of consumers will choose a 4 star business, but only 14% will choose a 3 star business.” Online reviews are playing a greater importance in your company being found and chosen.

Are you measuring your customer’s experience? Asking for feedback and requesting online reviews is a powerful tool for the future success of your business. Customer feedback gives you the ability to address issues and the opportunity to win back unhappy customers. Positive reviews on public review sites like Google and Yelp will help build your online presence, strengthen your SEO and attract new customers.

In the past online review management companies focused only on large corporations, today there are affordable options for every size business. Search your business on Google, Bing and Yahoo today.

Krystal F. Burroughs
krystal@reviewdriver.com
Director of Client Happiness
(727) 218-9218

Michael Monnot

941.518.7138
Mike@infinitybusinessbrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

https://infinitybusinessbrokers.com

No Comments »

We often talk about confidentiality as it relates to business sales – here on our blog, with our clients and with prospective clients. Whether you own a business you are thinking about selling or you own a business you aren’t planning to sell for the foreseeable future, thoughts about confidentiality should carry the same level of importance.

Keeping the fact that your business is for sale a closely guarded secret is critical – both to the success of your business sale and to your bottom line. Confidentiality breaches have caused key employees (or even an entire staff) to quit and take their regular clientele with them, have caused contract customers to cancel those contracts – the list goes on and the effects can be devastating.

A good business broker is going to work very hard to maintain confidentiality on their end, but many times it is the seller themselves who ends up disclosing the sale – without realizing at the time the consequences of their actions.

What follows is an example of one of these seller mistakes, with the hopes that by telling this story future sellers will know and avoid these unnecessary pitfalls.

Keeping Family Out Of The Loop

The seller of a resort restaurant put the restaurant on the market, and followed the broker’s advice about keeping the staff in the dark. She did, however, tell the members of her extended family about the sale. One of these family members, a niece, had just taken the real estate license test and was eager to help her aunt with the sale. Unfortunately, the newly-minted real estate niece was too new to the industry to know the proper confidentiality protocols that are necessary when selling a business. She was frustrated by what she perceived was a lack of marketing on the business broker’s part because she wasn’t seeing her aunt’s business listed on places like Loopnet or the general MLS. Her inexperience told her that the broker should be treating the sale of the business just like you would the sale of a house, so she took it upon herself to post information about the business – including the name, address and pictures of the signage – on the general MLS, so anyone in the world with an internet connection could now find out that the business was for sale. She also told other real estate agents in her office, her clients and her friends about the for-sale status of the business.

Needless to say, it didn’t take very long for the staff of the restaurant to find out about a possible sale. Most of the staff didn’t return to the business during the busy season when the owner needed her veteran servers and kitchen staff most, opting instead to find more “stable” work at other establishments. The seller is now contending with high employee turnover and constantly training new staff at a time when her focus should be on growing and strengthening her business to attract buyers.

While it might seem odd at first to keep your family members in the dark about your business sale, avoiding the devastating effects of a breach in confidentiality will far outweigh any hurt feelings keeping them in the dark might cause.

Do you own a business but don’t think it would be possible to keep your family out of the loop? Do you have more questions about how to keep confidentiality in place? Ask us! Leave any questions or comments here and we would be happy to help.

Michael Monnot

941.518.7138
Mike@infinitybusinessbrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

https://infinitybusinessbrokers.com

No Comments »

We often talk about confidentiality as it relates to business sales – here on our blog, with our clients and with prospective clients. Whether you own a business you are thinking about selling or you own a business you aren’t planning to sell for the foreseeable future, thoughts about confidentiality should carry the same level of importance.

Keeping the fact that your business is for sale a closely guarded secret is critical – both to the success of your business sale and to your bottom line. Confidentiality breaches have caused key employees (or even an entire staff) to quit and take their regular clientele with them, have caused contract customers to cancel those contracts – the list goes on and the effects can be devastating.

A good business broker is going to work very hard to maintain confidentiality on their end, but many times it is the seller themselves who ends up disclosing the sale – without realizing at the time the consequences of their actions.

What follows is an example of one of these seller mistakes, with the hopes that by telling this story future sellers will know and avoid these unnecessary pitfalls.

Putting The Customer Before The Business

The owner of a small home cleaning business was looking to sell, but felt he should remain loyal to the contract customers he’d had for many years. He accepted a great offer from a buyer, but as the time for closing approached the seller realized there were some major personality differences between himself and the prospective new owner. Not wanting to upset his customers, he went to each one in turn and told them that he was selling the business, and it was up to them if they wanted to continue with the new owner – but he didn’t like the guy very much. Needless to say, this caused a cascade of canceled contracts and demolished the customer base of the business. Closing day was still a few weeks out, so the buyer ultimately decided to pass on the business because it was now in free-fall. The seller was left to pick up the pieces of the mess he had caused, and now had the vast majority of his original customer base using the services of other cleaning companies – as he had suggested they do before his business ended up right back in his lap.

It might seem like your loyalty to your customers is what’s most important, but you won’t have a business if you put their perceived and unknowable future happiness before the health of the business itself. The seller in this case had no way of knowing what kind of job the future owner would do, and he should have held his tongue about his personal feelings in a business transaction, as the personality clash in this instance had nothing to do with the new owner’s abilities. The seller is now unable to retire and instead must spend the next few years trying to rebuild what he lost.

Don’t make this mistake and disclose the sale to your customer base before the deal is closed. You have to remember that selling your business means that they aren’t going to be your customers anymore, and it is in the best interest of the business itself to maintain confidentiality all the way to the end.

Are you thinking about selling your business and are worried about your customers with a new owner? Do you want to know more about how to keep confidentiality in place? Ask us! Please feel free to leave us questions or comments here.

Michael Monnot

941.518.7138
Mike@infinitybusinessbrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

https://infinitybusinessbrokers.com

No Comments »

We all know that the economy has made an impressive turn for the better in recent years, but if you are trying to decide when the best time would be to sell your business, there are some indicators that we might be reaching (or already have reached) the peak.

What are the indicators?

•  The multiples in business sales are extremely high, sometimes three times earnings. The multiples are often so high that buyers are beginning to question the pricing of businesses for sale.
•  The euro is close in value to the dollar, so foreign investors will be less likely to buy U.S. based businesses.
•  The current seller’s market is poised to shift very heavily to a buyer’s market as a wave of baby-boomer business owners make the move to retirement.

What should you do about these indicators if you are considering selling your business? Sell while the selling is good! Waiting for a better market is probably a mistake, as the market is unlikely to grow any more than it already has. Contact us today to get your business sold while we’re at the peak!

Michael Monnot

941.518.7138
Mike@infinitybusinessbrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

https://infinitybusinessbrokers.com

No Comments »