Selling Your Business: Checklist for a Smooth Closing

Selling your business? Once you and your business buyer negotiate the fine points of a deal, it’s time to schedule the sale closing. A few easy steps will help you lay out what you need to do in advance, during, and immediately following the big day.

Step 1. Prepare for Closing Day

Here’s a chart outlining pre-closing day tasks. Work with your broker, if you’re using one, and your attorney and accountant to confirm and take the steps necessary in your particular closing. Once each step is taken, review the closing-day materials with the buyer to ensure advance agreement for a smooth closing.

PRE-CLOSING DAY CHECKLIST

  • Schedule your closing when all parties are available and preferably during a morning hour so you can reach banks and government offices following the closing. Also, aim for the last day of the quarter, month or pay period to simplify proration of monthly expenses that transfer with the sale.
  • Finalize the purchase price to reflect the outcome of price negotiations; prorated rent, utility and other fees; final inventory value; final accounts receivable and accounts payable value.
  • Prepare corporate documents. If your business is structured as a corporation, work with your attorney to pass a corporate resolution authorizing the sale.
  • Prepare government and tax forms such as: Forms required by your Secretary of State or Corporations Commission; transfer documents for vehicles included in the sale; transfer documents for intellectual property; and IRS Form 8594, which you and the buyer need to complete showing an identical allocation of the purchase price.Business Sale Checklist
  • Confirm insurance requirements detailed in the purchase and sale agreement.
  • Prepare furniture and equipment sale list, accompanied by a list of which, if any, are under lease. Also prepare a list of assets excluded from the sale based on buyer-seller negotiations.
  • Prepare to transfer contracts and agreements. Obtain approvals, assemble titles and leases, and take steps necessary to transfer all assets and obligations included in the sale.
  • List and prepare to transfer work in process.
  • Finalize list of accounts receivable and accounts payable, including aging reports.
  • Prepare loan documents including a promissory note; security agreements including buyer’s personal guarantee and personal guarantees from buyer’s spouse and third-party guarantor, if any; and a UCC financing statement to be filed with your state.
  • Prepare to transfer building lease. Assemble copies of lease and lease amendments; prepare lease assignment and assignment-acceptance documents.
  • Prepare personal agreements including consulting or management agreement and covenant not to compete, if any.
  • Prepare exceptions to warranties and representations, if any.
  • Prepare succession agreements for employee benefit plans including profit sharing, flexible spending or other plans.
  • Prepare the bill of sale.
  • Prepare the closing or settlement sheet, which lists the purchase price and all costs and price adjustments to be paid by or credited to the seller and buyer. Your attorney will prepare this sheet unless your sale is closing through an escrow agent, in which case it will be prepared by the escrow office.
  • Prepare the purchase and sale agreement.
  • Other, based on input from your sale advisors

Step 2. Schedule the Closing

If your sale will close in an escrow office:

  • The closing will follow the instructions provided when the escrow account was established.
  • The escrow officer will confirm that all obligations and contingencies listed in the letter of intent to purchase and in the escrow instructions have been addressed.
  • You and the buyer will sign closing documents.
  • The escrow agent will transfer funds and record the sale.

If your sale will close in an attorney’s office:

  • Your attorney, your buyer’s attorney, or both, will prepare and review the purchase and sale agreement.
  • Upon legal advice, you’ll address any outstanding obligations or contingencies.
  • You, your buyer, and the attorney who drew up the documents will meet to sign documents and transfer funds.

Step 3. Prepare and Review the Purchase and Sale Agreement

Your broker, if you’re using one, will likely provide a purchase and sale agreement form, or you can obtain one from a legal forms resource. Better yet, have your agreement drawn up by an attorney and – under any circumstances – have your attorney review the agreement before you sign it, since it contains descriptions of obligations that are regulated by rules that vary from state to state.

Step 4. Finalize the Deal

On closing day, here’s what to expect:

Here’s who will attend: You and any other owners of your business; your spouse and any spouses of other owners of your business (necessary if you live in a community property state); your buyer or buyers and their spouses (necessary if they live in a community property state); third-party loan guarantors (if any) unless they previously signed personal guarantees or provided powers of attorney to those in attendance; your attorney and possibly your buyer’s attorney; your escrow agent, if any; your broker, if you have one; and any others whose signatures will be required.

During closing, you’ll likely take the following steps:

  • Agree to post-closing final adjustments to purchase price to account for prorated expenses and closing valuation of inventory and accounts receivable, usually finalized within 15 days of closing.
  • Review and sign the purchase and sale agreement.
  • Review and sign loan documents.
  • Review and sign lease-transfer documents, vehicle ownership-transfer documents, franchise documents, succession documents and other documents involved in transferring your business or its assets.
  • Review and sign seller’s consulting, employment, and/or non-competition agreements.
  • Review and sign the bill of sale.
  • Review and sign articles of amendment to change the name of your business, thereby freeing the name for use by the buyer. This step allows the buyer to amend the working name he or she has been using during the purchase process to the name being purchased as part of the sale.
  • Review and sign forms to transfer patents, trademarks, copyrights and other intellectual property assets.
  • Review and agree to the closing or settlement sheet listing all financial aspects of the sale including how expenses and credits are assigned to each party.
  • Review and agree to the Asset Acquisition Statement, IRS Form 8594, which you and the buyer must attach, showing the identical allocation, to your federal income tax return.
  • Receive the buyer’s payment for the purchase price in full or for a sizable down payment, depending on the payment terms you negotiated.

And, with that, your deal is done! Okay, we know it is not that easy and we are here to help.  Even after the deal closes you may have to announce the sale and take care of long lists of details and legal actions necessary to formally transfer your business and ease its transition to its new owner.  Again, we can help; email us today if you are looking for a professional partner to help sell your business.

 

Posted in Business Valuations, Reverse Mergers, Selling a Business | Tagged , ,

Business Purchase Closing Checklist

After you have decided on buying a business, completing the acquisition involves a series of actions.  The closing is the final step in the process of buying a business. Keep in mind that you should have counsel available to review all documentation necessary for the transfer of the business.

The following items should be addressed in a closing:

  • Adjusted Purchase Price This will include prorated items such as rent, utilities, and inventory up to the time of closing.
  • Review Required Documents These documents should include a corporate resolution approving the sale, evidence that the corporation is in good standing, or any tax releases that may have been promised by the seller. Check with your local department of corporations or Secretary of State for more information.
  • Signing Promissory Note In some cases, the seller will have back financing, so have an attorney review any note documentation.
  • Security Agreements A security agreement lists the assets that will be used for security as a promise for payment of the loan.
  • UCC Financing Statements Uniform Commercial Code documents are recorded with the Secretary of State in the state you will be purchasing your business.
  • Lease: If you agree to take over the lease, make sure that you have the landlord’s concurrence. If you are negotiating a new lease with the landlord instead of assuming the existing lease, make sure both parties are in agreement of the terms of the new lease.
  • Vehicles: If the purchase of the business includes vehicles, you may have to complete transfer documents for the vehicles. Check with your local Department of Motor Vehicles to determine the correct procedure and necessary forms.
  • Bill of Sale: The bill of sale proves the sale of the business. It also explicitly transfers ownership of tangible business assets not specifically transferred on their own.
  • Patents, Trademarks and Copyrights: If there are any patents, trademarks and/or copyrights associated with the business, you may need to complete the necessary forms as part of the transaction.
  • Franchise: You may need to complete franchise documents if the business is a franchise. See the Consumer Guide to Buying a Franchise for more information.
    Closing or Settlement Sheet The closing or settlement sheet will list all financial aspects of the transaction. Everything listed on the settlement should have been negotiated prior to the closing.
  • Covenant Not to Compete It is a good idea to have the seller sign an agreement to not compete against the business. This will help prevent any interference from the previous owner.
  • Consultation/Employment Agreement: If the seller is agreeing to remain on for a specified amount of time, this documentation is necessary for legal purposes.
  • Complete IRS Form 8594 Asset Acquisition Statement This document will indicate how the purchase was allocated and the amount of assets, which are important for your tax return.
  • Bulk Sale Laws: Make sure that you comply with bulk sale laws, which govern the sale of business inventory.

Need help with transacting the purchase of a business?  Cervitude™ Intelligent Relations Consulting can help, contact us today.

buying a business

Posted in Acquisitions, Reverse Mergers | Tagged , , , ,

Strategic Consulting for Public Small Cap Companies

Strategic Consulting for Public Small Cap Companies

These volatile and economically challenging times magnify complexity, risk and the implications of every strategic decision. In this environment, sound strategy consulting is more important than ever. An advisor that brings the right combination of provocative perspectives, proven approaches and pragmatic thinking can make a difference in performance, profitability and operational excellence.

Is your consultant providing forward-looking business strategy consulting services based on the operational and business realities of your company and industry?

Practical strategy consulting solutions, tailored to your business.  That’s our model.

Cervitude™ Intelligent Relations (Cervitude™ IR) is a leading global strategy and operations consulting firm with a strong track record for helping micro cap and small cap companies address their enterprise challenges-with a focus on delivering sustainable profitability and competitive advantage.

Cervitude™ IR works collaboratively with our clients, bringing innovative thinking, strong facilitation skills, proven strategic frameworks, and implementation skills to deliver industry-specific strategy consulting services in key areas:

  1. Investor Relations
  2. Corporate strategy and strategic planning
  3. Brand strategy, growth and innovation
  4. Organizational effectiveness
  5. Mergers and acquisitions
  6. Ecommerce & Social Media

Why choose Cervitude™ as your strategy consulting partner?

Working with Cervitude IR, you get fact-based strategy consulting and solutions, backed by our years of hands-on experience and our proprietary Small Cap Best Practices Model™ – a repository of process metrics, benchmark data and business best practices developed from more than 1,000 projects conducted at the world’s leading companies.
Armed with proven strategies for success as well as deep finance consulting and business transformation experience, Cervitude™ advisors can help you not only formulate winning strategies, but also execute against those strategies by:

  1. Building a compelling business case for change
  2. Devising a detailed implementation road map
  3. Managing change efficiently and effectively, and
  4. Measuring progress against relevant metrics

With offices in the Americas, Africa and Asia and clients around the world, our team can help you navigate global process transformation challenges. Our team has provided business advisory and executive advisory solutions to nearly 500 companies across the globe, including many OTCMarkets, TSX.V, Nasdaq and NYSE firms. Contact us today.

 

Posted in Consulting, Micro Cap Investor Relations, Penny Stock Investor Relations, Small Cap Investor Relations | Tagged , , ,

How To Use Your Micro Cap Company Stock To Grow A Profitable Business

A great article about how micro cap companies and smaller publicly traded companies can use their corporate stock to grow a business efficiently and profitably.  Source: How To Use Your Micro Cap Company Stock To Grow A Profitable Business

Posted in Micro Cap Investor Relations, Penny Stock Investor Relations, Small Cap Investor Relations

The Fed’s $4.5 Trillion Balance Sheet Says A Correction is Looming

The Central Bank must unwind their balance sheet of $4.5 trillion carefully or the markets will start become destabilized. The choices to unwind the trade is by selling the bonds or just allowing them “run off”, which means they do not reinvest the proceeds of the bonds. The equities markets has been propped up by the Fed’s use of multiple quantitative easing and that has created a major decoupling between the companies fundamentals from their stock prices. the fed stock market.png
 
By propping up the market with money and large cash reserves in companies due to not lending to the average person, simultaneously done with historically low-interest rates, The Fed made most other investments so low yielding that it directly impacted investors decisions to invest in the stock market running that up to all time highs. We have a federally mandated bubble due to the stock market being the only area to find suitable yields and any substantial capital appreciation.  By propping up the market I’m referring to The Fed printing trillions of dollars of free money that has artificially inflated the market to all-time highs. Companies were cash rich and the average person couldn’t find any other place to invest. 
 
Now, they must unwind because if they continue down this course of low rates there is a greater probability of high inflation also a bubble forming in both the already lofty prices in real estate and the high hidden valuation of the stock market. I understand to do this correctly they must raise rates at a moderate pace but also be very transparent since any substantial abrupt and unseen decrease in the balance sheet may startle both the markets and investors for a while. 
 
The Fed may want to use a staggered like approach when proceeding with interest-rate raises also providing investors enough of a sign and openness to what they’re planning to do, so there is no panic. If done correctly, this should produce a soft landing. Regarding this way, it gives The Fed complete control and enough adaptability that should change in the US or World economy, they could respond promptly. For instance, if any unforeseen changes happen during Brexit, there is a slowdown in corporate earnings, inflation changes, or instability due to geopolitical events. 
The flip side is if The Fed moves too quickly it could send a major shock and destabilize the markets and panic investors. Lowering growth, soaring bond yields, higher borrowing costs, and economic stagnation. Also, the dollar could become very weak, retirement accounts may go down due to a volatile market, and inflation could rise also hurting the average American. It comes down to how The Fed thinks the trade should be unwound and I hope they do so like in 1994 instead of 1937. Either way, I believe we are in for a large correction.
Posted in Analyst Opinions | Tagged , , ,

Visa & Immigration Business Plan Writing Price List

All E1, E2, EB-5, L1, H1-B Visa Business Plan Writing Services are priced as follows.

Delivered in 14 days = $799.00
Delivered in 7 days = $899.00
Delivered in 4 days = $999.00
Delivered in 3 days = $1,099.00
Delivered in 24-48 hours = call or email.

Our professional consultants have the years of legal and business experience to help your clients develop the best business plan according to the United States Government Immigration laws.  Contact us today. Learn more about the immigration and visa business plans we custom write for clients.

Posted in Business Plans | Tagged , ,

How To Plug Facebook Into Your Business Plan

Within in every professional business plan, is a professional marketing plan. This standard section of a business plan outlines how you will Market your product to potential customers or clients and how you will Market the company as a whole to investors, employees, stakeholders and of course customers and clients. In today’s technology era, to ignore Facebook would be a huge mistake. Granted not all businesses will benefit from marketing their product or service through Facebook, but most can, will and should.
Before we discuss how to plug Facebook into your business plan, let’s take a look at the many features of Facebook.
There are many types of functionalities on Facebook. It is not as simple as just opening up an account and begin posting. After you open up a personal account, you may want to open start a Facebook Page for your business or brand. This is where you will run all your interactions for your business. Several sections and aspects of Facebook that we will review include:
  • Facebook groups,
  • Facebook pages,
  • Facebook pay-per-click ads,
  • Facebook events,
  • Facebook social influencer marketing,
  • Automating Your Facebook Page,
Let’s start with Facebook groups. After you create a personal profile on Facebook, there are groups that you can join. These groups can be Regional or buy Sector or Niche. For example, there are groups for Connecticut residents or groups for Texas single mothers or groups for coin collecting clubs. You should try to join a group that you think will enhance the prospects of your business. For example, if you are a website designer or provide a service that entrepreneurs could use, you should join all the entrepreneurial groups. Remember that some of these groups are worldwide so you will have members from all parts of the world. You will be able to post in these groups like you post on your profile page. Starting communications in these groups is a good way to get your product or service in front of the right people.  Picture below is a screenshot of some Facebook groups where I am a member, notice the focus on numismatics & currency groups is to promote a business I operate selling coins at nickynice.com
facebook pages business plan
Facebook Pages. Facebook also allows you to set up a page for your business, brand, nonprofit and even for a location. This in essence acts as a web page which can be found on or off Facebook. Having a Facebook page for your business is important, since currently Facebook only allows you to run sponsored post through a Facebook business page.  When you set up a Facebook page it also allows you to use Facebook as an e-commerce site, allowing you to sell products or services right from Facebook, to others visiting your Facebook page. The post you publish on your Facebook page can be shared to your profile page or other Facebook groups. This allows you to generate traffic to your Facebook page or your Facebook ecommerce store.  Facebook also allows you to advertise your Facebook page to gain more followers and likes. This is important to capturing the crowd that visits your Facebook page so you can re-advertise to them again later.  Pictured below is a picture of the Facebook page for Cervitude Intelligent Relations.  notice that Facebook allows a custom url so our url is Facebook.com/Cervitude
facebook page business plan.JPG
Pay-per-click ads & Boosted Posts. On Facebook, you can buy traffic to your website, by visitors that will call your phone number, Target people with a certain job title or interest, target people by region and more. Pay-per-click ads on Facebook also allow you to boost a post. By boosting a post you can increase the number of how many people see the post and this can also be targeted by geography, interest, age and other targeting features that Facebook has available.  You can drive traffic to a shared link on Facebook or off of Facebook and they even allow you to drive traffic to videos. The main strength in Facebook advertising is the targeting. They go as far as allowing an advertiser to target individuals whom they know have visited a certain website or target specific individuals by uploading an email list and only showing the ad to those people.  Pictured below is what you will see when you try to boost a post.  Notice the warning sign.  If Facebook thinks your ad will not be approved, it will let you know before you try.  Ads with pictures that have writing in them, generally do not get approved.  Notice also that you can start running ads for as little as $1 and 1 day.  This is great for startups and great for testing. 
Facebook post business plan
Facebook Events & Calendar.  Facebook events allows you to set up an event and invite friends and other people to the event. It allows you to sell tickets in advance and allows you to put together an RSVP list of people attending, not attending and maybe attending.  It will also send out reminders and allows a user to run advertisements for events.  This is particularly good for accounts whom already have their user base on Facebook or can target geographically.  You can set up an event for your business grand opening, a sale your business is having or the launch of a new product.  Of course you can also market a party, picnic, dinner, wedding or any social function.
Facebook Social Influencer Marketing.  Well this isn’t really a Facebook feature but it can help businesses scale the social media platform.  If you never heard the term “social influencer”, it simply means that a person of has a larger following and can influence the decision-making power of others.  Examples include athletes, movie stars and now….social media celebrities with blogs or vlogs.  The line between models and social media influencers for example is getting blurred with beautiful people posting great photos and gaining an audience.  Once the audience is built, advertiser contact them directly for promotion on social media.  This is social influencer marketing.  On Facebook, if you are looking for a social media influencer, simply find one in your region or niche and reach out.  Better yet, the lesser known influencers, ie those with followings between 10k-200k, are generally a better value for the money.
Automating Your Page. There are plenty of tools for automating all of your social media and Facebook is not exception.  Facebook allows you to schedule post but this may be better done via third party applications.  HootSuite offers automation of postings so you can preset the social media postings and focus on engagement (where hootsuite also helps).  When you are growing a business, automation can be your best friend.

So How Do We Plug Facebook Into You Business Plan?

Ok, now that we have gone through the meat and bones there isn’t much left except insert this into your business plan.  The common mistake I see, having developed hundreds of business plans and read a few hundred more, is that people simply make a bullet point statement of Facebook marketing in their business plan.  Then when it is time to take action, they don’t know where to start.  Explain to the reader in your business plan exactly how you will use Facebook to get in touch with your customer and stay in touch with your customer.  Simply stating that you will utilize Facebook may not be enough for your marketing plan.  Granted, space, page count and time considerations should be noted when developing a business plan; so do keep this in mind.
Hope this was helpful,
Need a business plan?  Help with Facebook marketing?  Want to put together a marketing plan that will grow your business and attract more revenue?  Cervitude IR is a full service business consulting firm helping entrepreneurs and businesses grow.  Contact us today.
Posted in Business Plans, Social Media Marketing | Tagged , , , ,

Same Day S.E.C. Form Filing Services 

Same Day S.E.C. Form Filing Services

The old saying “money never sleeps” may be true, but the Securities and Exchange Commission does. We mean that they do take days off and private companies and public companies looking to file forms with the Securities and Exchange Commission have to do so during business hours.

We offer same-day SEC form filing services.  Documents that need to be submitted to the Securities and Exchange Commission need to go through the Edgar database. This is the database owned by the Securities and Exchange Commission we’re all forms and reports are filed. At times, a company will need to have a reference number in order to file with the SEC. This reference number, given by the SEC, is only good for the same day as the filing. This means that anyone filing forms must do so in an expedited process on the same business day as the reference number is given. For this reason, many filings with the SEC must be done on the same business day in which a company receives a reference number.

Also, many forms and documents that need to be filed on the Edgar database with the Securities and Exchange Commission need to be put in a format that is accepted by the Edgar database. This is true of many of the financial projections which come in XBLR, HTML format or XML. These documents need to be edgarized in order to be accepted by the Edgar database.

Our process for filing forms, documents and reports with the Securities and Exchange Commission’s Edgar database is simple, efficient and professional. Documents, reports and forms received before 12 noon eastern time can generally be submitted on the same business day. Exceptions can be made in certain circumstances for filings needed after 12 noon eastern time. Once we receive the form to be filed with the Securities and Exchange Commission, we proofread the form and then edgarize the form to make sure it is accepted by the SEC. Then we submit the form through the Edgar database and send our clients proof of submission.

If you are in need to file a form with the Securities and Exchange Commission, contact us todaySEC Form Filing Service.

Posted in Filing S.E.C. Forms | Tagged , , ,

Uplisting Your Public Company

Being a public company is an achievement in itself. The smaller public company should always be in the pursuit of growth. While building a sustainable business, many smaller public companies uplist to a larger exchange to take advantage of more market makers, hedge funds, broker dealers, and other players that normally do not participate in the smaller public markets or OTC markets. By uplisting your company from a smaller exchange to a larger exchange, the business gains credibility and it allows the executive management team to close bigger deals.

If you are currently trading on the OTC markets or a smaller stock Exchange and are seeking to be listed on the Nasdaq or the New York Stock Exchange or the London Stock Exchange, we can help.  We make the process of uplisting your company seamless. Our network a broker dealers, mezzanine financing, growth funds, stock transfer agents, legal professionals and market makers allow us to help smaller public companies gain access to larger investor pools on larger stock exchanges; in an efficient manner.

The financial regulations associated with up listing a company to a major stock exchange can be cumbersome to any business. Executives and management teams should be focused on growing the revenues of their business and not on the day today activities that are necessary when up listing a public company.  Our team ushers smaller public companies to major stock exchanges taking care of filing forms, communicating with stock exchanges, communicating with the SEC, communicating with Finra, and all other aspects of uplisting a public company.

Are you ready to set the road map to a major stock exchange? Contact our team to begin discussions about how we can help you or your client uplist their public company to a major stock exchange.

uplisting your public company

 

 

Posted in Investor Relations, Micro Cap Investor Relations, Penny Stock Investor Relations, Reverse Mergers, Small Cap Investor Relations | Tagged , , ,

Building a Business That A Fool Can Run

If someone else can’t run your business, then how will you ever take a vacation? When you are looking to sell your business or find an investor, people interested will be looking to see how well the business will run after the current management is long gone. They are looking for the staying power of the business. How well is it managed and if the resources in place for it to continue to make a profit and pay out a dividend. Or at least increase it’s market cap value.
Businesses that a fool can run.
Management should always be focused I’m building a business that can scale. This means the business can grow profitably. In order for the business to grow profitably it will need to have many people involved. These people will replace the jobs originally done by the founder or the founding management. At scale. This means the organization will go from one member doing everything to a small team, to eventually a large organization with different functions teams such as an accounting department, a marketing department, a finance department, a sales department, etc. It is the founders job to make sure that these separate work areas are communicated effectively to the original management team. And it is that’s management teams duty to effectively communicate the job functions to the new departments as the company grows.
Business planning will help a company sustainably grow it’s business. If the company is a start-up, a solid business plan should delineate a business model. The business model is simply a repeatable set of steps that leads to the sale of a product or service.  As the business model is proven, via execution, the business plan will show how to scale the business model. A working live business plan for internal purposes helps teams grow and execute their business models. This entails daily revisions of the business plan and business model based on data the company has obtained through executing their business plan.
Regardless of the details, make sure you build your business so that a monkey can do the work. This will allow a founder or executive to be able to work on the business instead of work in the business. This will allow for growth. It will allow the business to operate for hundreds of years regardless of who is in charge of the day-to-day management.
Running a business is not easy, it’s the job of the current management to make it easier for the next management team. If you cannot step away from your business, if someone else can not run your business for you, you will never be able to reap the rewards of owning a business that pays you. Instead you will be a Slave to the business.
-Nicholas Coriano
Building a Business A Fool Can Run
Posted in Dealmakers | Tagged ,