Seller Tutorial
- Selling
- Seller Tutorial
Key Questions Sellers Should Ask Before Selling a Business
Personally, financially, and in terms of market conditions? Best to sell at peak, but are you willing to sell at peak?
Have I had a professional valuation done? Zeal Business Brokers can provide a complimentary valuation.
Are there improvements or efficiencies that could attract better offers?
An investor, a strategic buyer, a competitor, or an internal successor? Zeal Business Brokers have local, national and international buyers.
What safeguards are in place to keep sensitive information secure? Buyer NDA and multiple phases for information release.
How can I structure the deal to minimize capital gains tax? Please contact us.
What are realistic timelines from listing to closing? Usually, 3 to 12 months including time in escrow.
This is often underestimated but incredibly important.
Will there be a transition period, consulting, or complete exit? Yes, usually there is a transition period and paid consulting.
Do I have a trusted business broker, attorney, and accountant on my side? Yes, each deal has a lead business broker, and we collaborate with other internal and external advisors.
Contact Us
Steps to Sell a Business with Zeal Business Brokers — and Minimize Capital Gains Tax with Expert Support
1. Confidential Initial Consultation
What to Expect:
No Commitment Needed
You Get a Ballpark Estimate
We Learn About Your Business
- What type of business do you own?
- Who are your customers?
- How many employees do you have?
- What is your role in the company?
- What is your annual revenue and profit?
- Is the business growing, declining, or stable?
- Why are you considering selling? Why now?
- Do any customers make up more than 25-30% of your revenue?
You Decide What’s Next
Why It’s Valuable:
- It gives you clarity without pressure.
- It helps you assess your business’s marketability.
- You gain insights from experienced professionals who understand current trends and buyer behavior.
2. Strategic Business Valuation & Tax Planning Review
- 3 years of tax returns
- Year-to-date profit & loss statement
- Owner’s income details (Seller’s discretionary earnings, including salary, benefits, perks, net income and so on))
- Estimated value of assets (inventory, furniture, fixture and equipment)
Full Business Picture
- Market trends and growth opportunities
- What makes your business unique
- How you compare to competitors
Tax Planning Integration
Decision Time
3. Preparation Marketing Documents
a. The Teaser (One-Page Summary)
- No business name or exact address
- General location and industry
- Key highlights of the business (e.g. revenue, customer base, strengths, potential)
- Presented in neutral, non-identifiable terms
b. Confidential Information Memorandum (CIM)
- Business history and ownership
- Products/services
- Detailed financials
- Customer (only examples, no complete list) and market info
- Operational structure and staffing
- Growth opportunities
- Reason for sale
Balancing Interest with Confidentiality
4. Confidential Marketing & Buyer Outreach
Broad Exposure
- Top business-for-sale websites
- Industry association platforms
- U.S. and international social media
Targeted Buyer Outreach
- Public/private companies seeking growth
- Private equity groups
- High-net-worth entrepreneurs
- International buyers (often immigration-motivated)
- Referrals through immigration attorneys
Smart Matching, Not Just Leads
5. Buyer Qualification
Screening for Fit
- Industry experience and skills
- Financial capacity
- Motivation and acquisition timeline
- Compatibility with your business’s size, location, and goals
Connecting Buyer & Seller
- Share their profile with you
- Arrange a call or meeting
Offers & Guidance
6. Deal Structuring with Tax Efficiency in Mind
Choosing the Right Offer
- Price and payment terms
- Buyer’s likelihood to close
- Transition period expectations
- Due diligence scope and timeline
- Operational plans post-sale
Navigating Deal Structure Details
- What’s included in the sale (e.g., inventory, A/R, liabilities)
- Whether the sale is structured as an asset sale or stock sale—a decision with major tax implications
- Payment structure: cash lump sum, seller financing, or earnouts
- Tax-saving strategies, often in collaboration with 3rd party advisor, and disclose to buyers
Letter of Intent (LOI)
- Summarizes key deal terms
- Initiates a due diligence period (usually 30–90 days)
- Somtimes includes an exclusivity clause, giving the buyer sole negotiation rights during this phase
7. Due Diligence
What Buyers Review
- Deal size
- Buyer background
- Buyer background
The depth of due diligence depends on:
- Financial statements (tax returns, P&L, balance sheets)
- Legal documents (leases, contracts, licenses)
- Operational info (employee agreements, vendor and customer relationships)
Purpose of Due Diligence
- Confirm financial performance
- Understand key business relationships and risks
- Identify any legal, financial, or operational red flags
- Ensure there are no surprises after closing
8. Purchase Agreement Negotiation
How It Begins
- Review all terms carefully
- Suggest edits or changes
- Flag any concerns for discussion
Common Points of Negotiation
- Final sale price and terms
- Allocation of purchase price (important for taxes)
- Transition support and training period
- Representations and warranties
- Non-compete and confidentiality clauses
- Handling of liabilities and existing contracts
Our Role at Zeal
- Help clarify misunderstandings between parties
- Suggest practical solutions and compromises
- Facilitate communication between attorneys, buyers, and sellers
- Step in to organize a joint call or meeting if needed to resolve sticking points
9. Moving to Closing
10. Post-Sale Transition & Wealth Planning
Post-Sale Transition Support
A successful handoff requires cooperation and clarity. The transition period—agreed upon during negotiations—typically includes the seller:
- Training the new owner on operations
- Introducing key customers, vendors, and staff
- Transferring knowledge of systems, workflows, and strategies
This phase can last anywhere from a few weeks to a year or more, depending on the complexity of the business and the buyer’s preferences.
If the seller remains involved for an extended period, a compensation package (e.g., salary or consulting fees) is typically agreed upon before closing in a separate consulting agreement.
Wealth Planning After the Sale
Selling your business is likely one of the largest financial events of your life. Zeal Business Brokers encourages every seller to engage with a wealth advisor to:
- Minimize capital gains and income taxes
- Reinvest proceeds wisely
- Plan for retirement, legacy giving, or new ventures
- Protect assets through trusts, insurance, or other vehicles