It may have been easy or you may have been through the biggest battle of negotiation imaginable. Either way, you have both come to an agreement on the selling price of the business along with how the purchase will be funded and other related issues. Do not start planning your holiday to the Bahamas yet: the deal has not closed until the legal documentation and money has exchanged hands.
7a) The Purchase Agreement
A purchase agreement consists of documentation indicating all of the information concerning the sale including:
How much the business is to be sold for
The finance schedule (payments, etc)
When the business will officially be sold
Where the business will be sold (place of closing the deal)
Any formal agreements between you and the buyer
Loan documents
Lease agreements
Any additional notes for the buyer
It is usually the buyers responsibility to compile the documentation through their own solicitor but there are no fixed rules for doing it this way. The first copy will always be a draft, as it will need to be modified should the other party find any issues after reading it through. If the agreement has been prepared through the buyer, use your solicitor to review the document to be sure that it reflects exactly what has been agreed up until now.
The purchase agreement is a lengthy document and quite often, can accumulate over 100 pages. It is therefore important that you take time to read the agreement with your solicitor and question the buyer about any uncertainties that you identify. Once the agreement has been acknowledged (and modified where appropriate) by both parties, the official agreement can be printed.
If both parties are still happy after the official purchase agreement has been printed, it needs to be signed (by you, the buyer and a witness). After signing, any loose ends for finance arrangements and outstanding issues (legal, contracts, etc) can now be tied so that closing the deal will run smoothly and quickly.
7b) The Final Step - Signing the Business Over
As stated in the purchase agreement, the business will officially change hands on a specified day at a specified venue. Any solicitors and business brokers will attend from both parties as their signature will be needed on the final document to see that the business officially changes hands.
After signing, if the buyer is making a full payment, the money will be handed over to you and in return, you will hand over the keys to the business. If the payment is to be made over a period, then the first payment is usually made at this time.
Sometimes, a final meeting is not necessary and an escrow (like a middle-man) is used to process the final stages of selling the business. The escrow will demand all signed paperwork from both parties and when it has been collected to its entirety, the deal will be officially closed.
Whichever way you choose, after all the paperwork has been signed and any money has changed hands, the minute the buyer attaches the business keys to their key ring, you have successfully sold your business:
Congratulations!
You now need a well-deserved break before you turn your planned future into reality whether it is to buy another business, continue to work in the business as an employee, or simply retirement.
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