A Business Buyer’s Options For Corporate Structures – Which Is Best For You?

There are a lot of important decisions to make when you are buying a business, but one you may not have considered is choosing the corporate structure. You will need a corporate structure in place before you do many of the licensing/permitting applications that will be necessary for you to officially take over the reins. Your corporate structure also defines who owns the business and how the business will be taxed. 

 

 

What are my options?

 

Corporation

Probably the most frequently used and preferred type of structure for forming a company is the corporation. By presenting the Articles of Corporation to the Secretary of State, you can form a corporation fairly quickly. If you are forming the company in Florida, then the registered office is also in Florida and the corporate structures are governed by the laws of the state of Florida. A corporation formed in Florida can carry out business in every state, although all of the states require a registration. Foreign nationals can also form a corporation in Florida. A registered agent (a person headquartered in Florida) has to be named to receive and deliver documents.

 

Limited Liability Company (LLC)

The Limited Liability Company is not accepted in all states, but it is in Florida. The shareholders are personally liable for taxation and the accountability is limited to the assets of the business. Just like the corporation, an LLC requires the filing documents to be registered with the Secretary of State. In most cases at least two shareholders are required for a Limited Liability Company.

 

Sole Proprietorship

If the business is privately owned, it is a Sole Proprietorship. In the majority of cases a single person is the owner of the business. This type of corporate structure does have some downsides. The owner is liable with all of their personal assets and the owner is also liable for taxation.

 

General Partnership

In this type of corporate structure, the partners lead the business together and all of the partners are absolutely liable for accounts payable. This setup usually requires more administrative effort and can be more cost-intensive.

 

Limited Partnership

The Limited Partnership consists at least of 2 people, a General and a Limited Partner. The Limited Partner has a supervisory role, both available and limited. He or she can’t be part of the management and acts as an investor. The General Partner leads and is liable for the business. A shareholder contract has to be prepared for the forming of the business. With this type of corporate structure, you have to request a Certificate of Limited Partnership from the Secretary of State.

 

 

Before you make a decision it is important to contact a certified public accountant familiar with corporate structures and small businesses, a business attorney or a business broker because they will be able to advise you about what type of structure would be right for the business you want to purchase. Are you a business buyer or budding entrepreneur who would like help? Please feel free to contact us or leave a question here and we will be happy to help or refer you to one of our partners.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

 

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Why A Realistic (And Fair) Buyer Will Always Win

If you are entering the business-for-sale marketplace, then you may have already come across the phenomena that happens when some small, usually family or individually owned business go up for sale. The prices can seem high, even ridiculous in some cases.

 

 

Why are they priced so high?

 

 

The owners of these businesses are setting a listing price based on their emotional attachment to the business instead of pricing it to sell. In the business market, there are brokers who will tell an owner what they want to hear, allowing a crazy initial listing price just so they can get the listing.

 

 

This is a major disservice to the seller and to any potential buyers who have an interest in the business. By allowing an owner to think they will be able to get whatever amount they want, these brokers shut down any real chance of negotiating for a fair price before negotiations can even begin.

 

 

The harsh reality of the business marketplace is that a business is only worth what someone is willing to pay for it. While the tug of war between heartstrings and financial reality is the subject for another article entirely (one for those emotionally-attached business owners), as a buyer you need to tread this path carefully.

 

 

First, you are not dealing with a large corporation with a dozen board members, you are probably dealing with one person, a person so personally invested in this business that one wrong move from you can become a deal-killing offense. If you understand this personal investment, and then act accordingly, you will have a far greater chance of getting a deal done.

 

 

Should you pay them whatever price they are asking for? Certainly not, but the super-low-ball offer, just to kick a tire and see how low a seller is willing to go is a big mistake.

 

 

A low-ball offer tells a seller that you have no regard for all of the time, energy and money they have invested in their business. Anyone (including you) would be offended by such a move. Once a seller is offended, there is usually little chance of getting them to cooperate and agree to work with you on a deal, no matter how much you want the business or how much you are willing to pay.

 

 

With that said, use the advice of your business broker when putting together those crucial first offers. You want to open negotiations at a reasonable point. When you start at a fair number, you are saying a great deal about yourself as a buyer – letting the seller know you will treat their business and the deal you are about to negotiate with respect.

 

 

Are you a buyer who has questions about what a good initial offer should look like? Would you like to know more about how to negotiate with sellers? Ask us! Please feel free to leave us a question (or comment) here, and we will be happy to get you an answer.

 

 

Michael Monnot

 

941.518.7138

Mike@InfinityBusinessBrokers.com

 

 

 

 

 

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Business Buyer: What’s In An Offer?

If you’ve found a business you really like, and you are ready for the next step, congratulations!

 

The next stage in the business transaction process is the initial offer, sometimes called a “purchase contract” or an “offer to purchase”.

 

 

Once a buyer makes an offer, the seller decides if they are willing to accept the offer. If they are, then the business transaction heads into a period called due diligence. Just like you can’t do an inspection on a house until you’ve had an accepted offer – in business sales an accepted offer will give a business buyer a chance to look over every aspect of the business and decide if they want to go ahead with the sale.

 

What goes into an offer?

 

This document will contain the terms, conditions, non-compete conditions, financing, inventory, transition details like training, warranties and any other aspects of the purchase.

 

Should I write my own offer?

 

In most cases, you will want to have a business broker put together an offer to purchase for you, although there are some standardized versions you may be able to use in the most simple of transactions. Business transactions are inherently complex, so having someone who writes these types of contracts all the time to help you will keep you from having issues (like if you unknowingly leave out what could be a crucial part of the contract) down the road. If you really want to write your own, just make sure you have your broker look it over before it gets handed over to the seller.

 

Is an offer set in stone?

 

Absolutely not! Your initial offer is contingent upon what you discover in due diligence. If what you uncover during this period makes you unwilling to go ahead with the purchase, you will have the opportunity to back out. If what you find during due diligence isn’t enough to kill the deal, but you discover, for instance, that the business is earning 15% less than was initially stated , you will be able to adjust your offer accordingly.

 

The moral of the story? An offer is an important part of the business transaction process, so use the experience of your business broker to guide you through this step.

 

Are you a buyer with your eye on a particular business but you aren’t sure what will need to go into the initial offer? Was your initial offer rejected by the seller and you need to know what to do next? Please leave us a comment or question and we would be happy to help you.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

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Why You MUST Have A Great Website: Thoughts For Business Buyers & Sellers

We spend a lot of time getting to know businesses inside and out – and for the most part entrepreneurs (both those who are selling and those who have just purchased a new business) are really smart people. They care about marketing their business in such a way that the business is put in the best light possible. The décor is nice, their local advertising is top-notch, etc. Then you look at their website…

 

This is a digital age, and like it or not, many future customers will come to you (or won’t come to you) based solely on your presence on the web. The first thing a prospective client is going to do when they learn your name or search for a service in your industry is hit an internet search engine. Your website is the face of your business, even more so than your actual physical location, so your web presence needs to be great. Really, really great.

 

 

We come across businesses with alarming regularity who have dreadful websites or no websites at all. This is a HUGE mistake.

 

But I’m not in IT and I don’t know how to write code! Having a website built is expensive!

 

Neither of these issues should prevent a business from having a nice-looking and informative website. Long gone are the days when you had to know how to write code. There are a plethora of services out there that will help you build a great website – and most of them are free or very affordable. Think drag and drop template services like Squarespace or Wix. 

 

But I’m not creative! I don’t know what to put on a website!

 

Again, issues that are easily solved. Almost all of the services that will supply you with a free or low-cost website come equipped with templates – all you have to do is pick one, then copy and paste your information in. You should look up your competition and similar businesses in other areas to see what you are up against. Some templates are too simple or look to hokey, and by spending a few minutes researching you will quickly see what is appealing and what isn’t and then apply what you find to your own site.

 

A note here, have someone proofread your site before you publish it! There are a ton of websites out there that would otherwise be great except they have major spelling or grammatical mistakes. Mistakes like this show a lack of attention to detail and a lack of professionalism. Is that the impression you want to give to prospective clients? Hopefully not.

 

Another note: make sure you edit the mobile version of your site as well. Most people are looking things up on their phones – and a layout that looks good on a computer screen doesn’t necessarily translate well to a mobile site.

 

If you are trying to sell your business and don’t already have a great website in place – changing this needs to be a priority. Buyers will absolutely look you up on the web while they are considering buying, so put your business in the best light possible by improving your internet presence.

 

If you are buying a business with a terrible website or no website at all, creating a great online presence can be a quick and easy change you can implement immediately. This will help to bring in new business by allowing customers to find you online, and can let those customers know what kinds of goods or services you offer.

 

A professional-looking, visually appealing and informative website can be your very best marketing tool. Don’t sell your business short by ignoring how you are perceived online!

 

Are you a business seller who needs some advice about improving your web presence? Are you a business buyer who would like to know what to look for when you are looking at the websites of prospective businesses? Ask us! Please leave us a comment or question here, and we will be happy to answer any web presence questions you have.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

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Should I Use Multiples? Advice For Business Sellers & Buyers

The most important number in the sale of any small business is the price. The listing price is what a seller hopes to get and the purchase price is what someone is actually willing to pay.

 

Where do these numbers come from?

 

There are a few ways that business prices come to be. They typically come from an analysis of the financial records of the business, coupled with what the assets and inventory are worth. In some cases, it is appropriate to use the sold price of comparable businesses in the area, in others it comes down to multiples:

 

 

What’s a multiple?

 

In the simplest form a multiple takes the average sale price for businesses in a particular industry and compares that number to what a business earns. For example, the multiple for a restaurant might be two times earnings – meaning you should price a restaurant at twice what it earns in a particular year.

 

Now that you know what multiples are, how should you use them?

 

Multiples should really only be used to determine a ball-park figure for the value of a business. Take the restaurant example. Restaurants are very complex businesses, so most restaurants sell for a number very different than an oversimplified two times earnings.

 

If multiples only give you a ball-park figure, should you use them at all? Yes and no. When you are looking to sell your business, multiples can help you get a starting point for where you might want to set your listing price. It is critically important, however, that you not stick with a simplified number that could cause you to over or under value your business on the market.

 

If you are a buyer, you can use multiples to help you gauge if the listing price of a business is in line with industry standards – just remember that the justification for a listing price probably includes much, much more than just the multiple.

 

Are you a business seller who wants help using multiples to set a listing price for your business? Are you a buyer who has questions about how to use multiples when analyzing business prices? Ask us! Please feel free to leave us a comment or question here, and we will be happy to help you with multiples.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

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Is It Too Ugly? Why You Need To Look Beyond The Mess

 

When you first start searching for a business to buy you might have an idea in your head of what that business will look like. In your mind the location is perfect, the windows are clean and everything is new and organized. When you are shopping for something like a house or a car this is often the case – as a clean home shows much more successfully than a dirty one. In the small business market, however, this expectation of perfection is going to be problematic.

 

Why?

 

Most small businesses are a mess because a small business is complex by nature. Sure, the parts that the customer sees are usually tidy – but walk into most back offices, kitchens, garages – and the reality will show itself. And the mess might not be just physical. As you start to peel back the layers on most small businesses problems will spill out. There might be interpersonal issues with the staff. The financial records might be an unorganized disaster. You get the idea.

 

Here’s the good news. If your first impression isn’t great it doesn’t mean it’s not a great business. It just means you need to dig a little deeper to see if the mess that’s in front of you is something manageable or something you aren’t going to want.

 

Here’s a few examples:

 

You walk in and it’s ugly.

 

The equipment is really old. The décor is really dated. The vehicles look worn out. When your first aesthetic impression of the physical parts of a business isn’t great, it doesn’t necessarily mean the business itself is bad or doesn’t make money. Instead of instantly deciding the business isn’t up to par – ask why the current owner keeps things the way they are. To you the outdated décor in a café isn’t appealing, but perhaps it’s the old school charm that keeps the loyal clientele coming back. The vehicles might look worn out, but upon further inquiry you discover that the vehicles always look like that because this construction business is rough on their equipment and the internal parts of the vehicles are very well maintained. You can’t let aesthetics alone sway your decision about a business.

 

You find out there’s a ton of employee drama.

 

If the business you’re considering requires employees then you’re likely going to encounter some sort of staffing issues (particularly when you first take over). If it seems like there’s an issue among the staff, ask the current owner why they haven’t dealt with it. Maybe what seems like drama is simply a culture that works as this staff has been working together successfully for a very long time. Maybe the employees who have issues with each other are able to keep it professional in front of customers and are really great at their jobs. In this case the issues don’t actually impact the business itself. Perhaps the current owner is a bit burned out and has become apathetic to employee issues that could be easily handled by you as a new owner laying some new ground rules.

 

You have to understand going in that a small businesses is going to be messy. Parts of it will likely be ugly. The mess and ugliness probably don’t tell you the full picture. Make sure you are delving a bit deeper to understand why things are the way they are – before deciding to walk away from what could be the perfect business for you. 

 

Are you starting the search process for businesses and want to know what you should look for during site visits? Do you have questions about the kinds of small business issues that are relatively easy to fix as a new owner? Ask us! Leave any questions or comments and we would be happy to help.

 

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

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Why “Any Business That Makes Money” Is A Bad Idea

Don’t set yourself up to hate your new business.

 

 

This one happens more than it should. A prospective buyer calls a business broker and asks for “any business that makes money” – a colossal mistake.

 

Here’s why:

 

Business ownership is tough. It usually requires long hours, a fair amount of grit, resilience and enough passion for what you’re doing to sustain you long term. Sure, entrepreneurs own businesses so they can make money, but the making money part can’t be the only thing keeping you in the game. You have to have a business you won’t hate that allows you to maintain a life you don’t hate or there’s no way this path will be sustainable. 

 

If you call a good broker and ask for any business that makes money they should immediately tell you you’re approaching the process from the wrong direction.

 

Here’s a better approach:

 

Why do you want to own your own business? Is it because you have a deep passion for something? Is it because you’re tired of working for someone else and want to be your own boss? Do you want your own business so you can be more in control of your schedule? Are you looking to incorporate members of your family into the business so you can work together? These broad, sweeping questions about your motivation for business ownership are very important. If you are buying a business because you want to have more control over your schedule (so you can spend more time with your kids) a large restaurant that requires you to work 7 days a week isn’t going to give you the flexibility to be the soccer coach for your kid’s team. A different type of business could. This initial soul-searching of sorts is critical for deciding what your most important goals for business ownership are and then focusing only on businesses that will fit those goals. 

 

Once you have some goals and priorities in place – what are you good at? What kinds of practical experience do you have that could help you with your new business? Going back to the restaurant example above – if you’ve never worked so much as a minute in the restaurant industry you are going to have an almost impossibly hard time owning and running a large restaurant. The learning curve for an entrepreneur is a steep one, and if you add learning a whole new industry to the mix you are setting yourself up to to fail in spectacular fashion. Tell your broker about your education and experience. When combined with your goals information about your experience can be used to find great businesses that will set you up for success. 

 

Have you always wanted to own your own business but aren’t sure what type would meet your goals and fit with your experience? Do you have questions about businesses currently on the market? Ask us! Leave any questions or comments here and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

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Should I Buy A Franchise Location Or Build One?

Why a franchise? If you’re considering franchise ownership you already know the answer. A franchise is an established brand. The concept is already proven, there’s an established customer base, operating procedures are laid out and functional, etc. There are costs and drawbacks to franchise ownership that you wouldn’t incur if you have your own unique small business, but for some business owners those costs and drawbacks are outweighed by the benefits of becoming a franchisee.

 

 

If you think franchise ownership is the right path for you – your first major question will be should you buy or should you build?

 

Here are some things to consider: 

 

If you build out a new franchise location?

 

The first cost you will incur will likely be the franchise fee. Franchise companies charge this upfront fee as a way of recouping the costs of branding, training and the support they will provide. The average franchise fee is somewhere in the neighborhood of $30,000, but they can range from less than $10,000 to over $100,000. The franchise fee will depend on the size of the franchise you are buying into, and each individual franchise will have specific requirements to become part of the brand.

 

There will also be costs related to setting up a location. You will likely have to build out, furnish and equip a space while fulfilling franchise requirements. There will be costs associated with licensing and permitting. You may have to purchase a commercial property – or if you are going into a commercial space as a tenant, there will be costs associated with taking over the space, like rent and deposits. 

 

Any new business will also need to bring in initial inventory and purchase supplies. There may also be operational costs like advertising and payroll, so you will need to be certain that after all the initial expenses of your build out are covered, there is still enough capital left to cover you until you are able to turn a profit.

 

If you buy an existing franchise location?

 

Buying an existing franchise location can be a great option for those who are looking to own their own business but don’t want to risk the massive amount of capital it takes to start a new location (without knowing if that location will be successful).

 

You will still need to meet the qualifications required of the particular franchise you are looking to buy, and there will be fees associated with becoming a franchisee. These fees and requirements will vary, so ask you business broker for the range of fees associated with a specific franchise. The benefit of buying an existing location is you will remove the additional costs of a build-out, initial inventory and permitting fees. You will also remove a good deal of the risk associated with starting a new franchise in an unproven location, as an existing location has the numbers to prove it has been successful.

 

Which path is right for you? It depends on the amount of capital you have available and the level of risk you are willing to incur. Talk to your business broker about your options and they will be able to help guide you on the best path for you.

 

Does buying a franchise seem like the right path for you, but you have additional questions? Do you have more questions about franchisee requirements? Ask us! Leave a question or comment here and we will be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

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Don’t Download – Why You Need To Make Up Your Own Questions

You’ve found a business or two that you really like. You’ve filled out the NDAs and have the marketing packages in front of you. You’ve scheduled a conference call or a meeting with the sellers and the brokers, and your broker has asked you to come up with a list of questions.

 

So, what do you want to know?

 

 

It can be tempting in this situation to just Google “lists of questions for business buyers” and then bring that list of questions with you. Don’t do that. If you need to look up a list of questions to ask it’s likely that you haven’t done any research on your side.

 

Here’s what we mean:

 

Have you thoroughly read the marketing package you received once you signed the NDA? This one becomes blatantly obvious once you start asking boiler-plate questions that were clearly answered in the material you were already given. This tells the seller that you don’t really care about details and are willing to waste everyone’s time. If you were selling a business that was your blood, sweat and tears would you be willing to give the keys to someone who can’t be bothered? Probably not.

 

Have you researched the local market, the industry in general, the area where the business is located, etc.? If you are serious about buying a business you should want to know everything about not only the business but the industry and local area as well. Again it will show your lack of dedication to the process if you go into that first meeting and ask something a simple internet search could have told you or that you probably should already know if this is the business you’re hoping to buy.

 

Have you read the list of questions you’re going to ask? This one might sound crazy but it happens with frankly alarming regularity. People will either ask or send a list of questions to be answered that are from a completely different arena. Like a person looking at a small café who asks about the stock options available to investors. Once again this shows everyone involved that you probably don’t care.

 

See the recurring theme? Your meetings and calls with a seller are critically important opportunities to gather the information you need to make an informed decision about whether this business will be right for you. These interactions are also pivotal in terms of showing a seller that you’re a serious buyer and someone capable of taking over the business that they care about. Don’t waste your own time by not taking the opportunities to ask great questions.

 

Are you looking at businesses to buy and aren’t sure what types of questions you should ask? Do you want to know what kinds of information you would need for a particular industry? Ask an experienced and qualified business broker for help! You may also leave any questions or comments here and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

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Want To Be An Entrepreneur? How You Should (And Shouldn’t) Start

Ready to become an entrepreneur and work for yourself? How do you start the process of buying a business and decide what business would be right for you?

 

 

First, let’s look at how you SHOULDN’T start.

 

The majority of would-be entrepreneurs start their business search by perusing various online business listing sites for that dream businesses they’ve always seen themselves owning. While it may seem counter-intuitive at first, this is absolutely the wrong way to start.

 

How SHOULD you start?

 

Do some soul searching and talk to the people who care about you first.  Trust us when we say that owning your own business is a life-encompassing affair. Those dream-state visions of running a business from the beach with a cold drink in your hand are extremely far-fetched. When you work for yourself, you work all the time. Nights, weekends, early mornings, few if any vacations – and you need to be ready to make that kind of commitment. If you think that type of life is the one for you because it allows you to fulfill your own destiny and make all of your blood, sweat and tears work for you instead of for someone else, that’s great. Now you need to clear this semi-extreme lifestyle with your spouse, your kids – anyone who you have a commitment with. If you are becoming a one-man shop and you used to work 9 to 5, it can be hard to balance your longer hours with your loved ones – especially if they are used to having you home for dinner and used to having you coach their little league team every spring.

 

Once you have the support of those you are closest to, you need to figure out what your goals for entrepreneurship are. Do you just want to make as much money as possible? Do you want to work in a specific industry that’s always been your dream and passion? Do you want a flexible schedule? Do you want to be home for dinner every night? Is it important to have weekends off? What financial goals do you have to meet in order to support yourself and your family? These questions will be pivotal in choosing what business will be right, both for your entrepreneurial goals and for your life.

 

Now that you have these basic questions answered, you need to get some professional help. Find and talk to a good business broker. A good broker will immediately ask you many of the same questions we just outlined above, and then they will use that information to help guide you to businesses that will meet those goals. Notice that we didn’t say a good broker will just ask you what type of business you are interested in and show you only that. As brokers who care about the success of our clients, it is in our best interest (and yours) if you succeed, as a healthy local small business market is our bread and butter. We will use the classic bar example. If a new buyer comes to us and says “I want to buy a bar“, we should be asking questions instead of just emailing every bar listing in the area. Has this new buyer ever worked in the restaurant industry? If not, then buying a bar will likely be a huge mistake. Starting off as a new business owner and trying to learn an entirely new industry at the same time is setting yourself up for an epic failure. Does this buyer have a family that wants or needs them home in the evenings? If so, then working every afternoon and into the night is going to cause more family upheaval then it’s worth.

 

Deciding on a small business is a very big decision, and will need to take into account a variety of factors. The best way to weed through the choices that are currently on the market is to first do some soul searching and then figure out what your business ownership goals are. You will also need to use the assistance of a business broker. A good broker will not only help you find businesses that would be right for you, they can help you narrow the field to those businesses that will help you fulfill your goals.

 

Have you always had a dream business in mind but aren’t sure it would fit your goals for business ownership? Would you like to know what businesses are available that would work with your family schedule? Ask us! Leave questions or comments here and we would be happy to help.

 

 

 

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

 

 

 

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Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com

9040 Town Center Parkway
Lakewood Ranch, FL 34202




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