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Selling a business in Canada

Selling a business can be a challenging journey, and you may need some support. That’s why we’ve put together a series of guides to walk you through the process.

Our guides will help give you advice on when the right time to sell will be, and how to get your business into shape before you do. We’ll discuss the valuation process and common methods you can use, including how to negotiate a successful deal.

When is the Right Time to Sell My Business?

Selling your business can be motivated by many factors. Sometimes the decision may be out of your control. Perhaps you were faced with ill health, a divorce, a need to liquidate your assets, a new strategic path, boredom or becoming distressed.

Regardless of your motivation, there are multiple factors you’ll need to consider before you put your business on the market. You’ll need to look at past performance and profits, the timing of your sale, your valuation, professional support and more. We’ll cover it in detail. Let’s start with the reasons you may have for selling your business:

You’ve noticed your performance and profits are declining

This can be a difficult time for a business owner, but it is not uncommon. You may notice a slump in performance has drained your motivation and energy, and you don’t have any incentive to build the business up again. Perhaps a new competitive threat means you are struggling to recover. Unfortunately, a decline in profits and performance will mean a lower sales price. Is there a likelihood of restoring your business (and its valuation) to its previous heights, or is it at risk of further deteriorating? These are serious questions you will need to ask yourself. If you feel that your business is failing, it may be time to seek support and advice on selling it.

Sustained performance with slight profit variation

In this scenario, your business sale price could be based on the previous three to five years’ average profits. A potential buyer will see that your business has performed consistently over some time. However, you want to avoid falling into a false sense of security because your business is profitable. The selling process can take a while, so once that ‘for sale’ sign is up, you don’t want to lose your sale price advantage by losing momentum.

Rising performance and climbing profits

Astute investors are always ready to take advantage of future market success. If your business is running successfully, it will sell quicker and at a better price. But why would you want to sell your business if it is booming? You have likely poured years of hard work and resources into it. Buyers will pay a large sum for rising profits, so a period of growth is an opportunistic time to assess the value of your business and consider selling it. If you were faced with falling profits, would you be as motivated? Climbing profits and rising performance will positively impact how your business is valued, so selling it is worth contemplating.

Right time selling a business

You’re simply not enjoying the business anymore

As a business grows, entrepreneurial challenges that were once exciting motivators can be replaced by generic tasks that may no longer excite or challenge you. Positive and negative change is common, so if you find that you are no longer fulfilled, it may be time to prepare your exit. 

Your business has outgrown your skills

Business ownership and leadership requires humility and acceptance. Perhaps you are finding it difficult to adapt to changing environments, or there may be someone who has new skills and concepts that will take your business to the next level.

Threats on the horizon

Threats that impact your profits and performance are always looming. Perhaps you own a local video store, and you are struggling to keep up with global giants like Netflix. You may be a boutique hotel owner, and you are starting to lose your customer base to Airbnb.

A lucrative opportunity

A business exit strategy can also be motivated by opportunity. Perhaps you’re a fast, innovative, social media site that has attracted the attention of investors, and you have been offered a multimillion-dollar acquisition. This is a rare opportunity, and it may be worth considering.

Regardless of your reason for selling, creating an exit strategy is an intelligent way to run your business. Having a plan and detailed checklists in place will allow you to take advantage of any situation you see on the horizon, even if you don’t want to sell.

Should You Sell on Your Own or Use a Broker?

When it comes to selling a business, there are pros and cons in doing it yourself, or using professional advisors like a business broker. If you choose to do it yourself, you run the risk of taking your eyes off running your business. This can lead to a decline in performance and profits. If you choose to appoint a broker, you’ll have to conduct ample research to ensure they take your business seriously. Ask your business networks and industry associations for recommendations. Here are some questions you could include in your research:

What’s the broker’s marketing strategy?

Ask for a detailed plan that a broker will action to advertise the business, solicit buyers, and achieve visibility. If their strategy is to write an online listing, then there is limited value and doing it yourself may be more beneficial. Request copies of profiles they have developed for other clients. Expect detailed pros and cons of the business profiled.

Choose right broker

What have been their other sales successes and failures?

Ask the broker for the names of at least ten sellers with whom they have worked and contact them. If an owner gives you a positive review of a broker, regardless of if they’ve sold a business or not, it speaks volumes about the broker's ability, attitude, and ethics.

What do they ask in their first meeting with you?

A ‘churn and burn’ broker is someone who will pressure you to sign up for a listing in your first meeting. Remember that multiple listings do not necessarily make an outstanding business broker. They need to ask you a lot of questions about your business, and their beginning process should be to learn about your business so they can equip themselves to sell it successfully. If a broker asks you questions to get to know your business, it is a sign that they are willing to invest their time and energy. You should expect follow-up meetings, concise preparation, and honesty.

The value in an intermediary

Using a broker can make a deal flow better and ease communication, especially if you need to take a firm stance. They will be in your corner to deliver any bad news. However, too much intercession may work against you when negotiating a sale, so mix broker communication with personal communication.

To get a buyer comfortable enough to make an offer, they need all their questions answered and assurance that it will be an effective transition. The more confidence and trust you can instill in the buyer, the greater your chances of making the sale. It’s hard to build this credibility through a third-party broker alone, so make sure you involve yourself in important communications.

Other questions and points to consider

  • How much are you willing to pay for the services of a business broker?
  • Will you feel a lack control over the process if you are used to doing everything yourself?
  • A broker may pressure you to accept a contract you're not happy with
  • Rather than risking the deal falling through, a broker may pressure you to accept a lower price so they can get their fee
  • How many clients is the broker currently working with? Do they have time to represent your business effectively?  

Deciding whether to use a business broker or sell your business on your own is a big decision. Both avenues have their pros and cons. The next step will be preparing your business for the selling journey.

How to Get Your Business in Top Shape to Sell

Preparation is crucial when it comes to selling your business. We’ll discuss how to assess your business, document operations, consolidate paperwork, and make your premises presentable.

The task can seem daunting, but there are a few simple things you can consider:

1. Assess your business

This is slightly different to valuing your business, and it requires analyzing how your business functions. Pretend that you are one of your customers. Use this perspective to analyze the internal operations of your business.

Ask yourself the following questions:

  • What do you do well?
  • What could you improve on?
  • Who are your suppliers?
  • How many products or services do you sell annually?
  • Are there specific products and services that sell better than others, or with greater margins?

A great method for assessing your business is the SWOT analysis:

  • Strengths
  • Weaknesses
  • Opportunities
  • Threats

This method provides a reasonably well-rounded look at your business, as it considers its vulnerabilities and its potential.  

Prepare your business

2. Team knowledge and training

As the business owner, ensure that your team knows how the business functions. Train your team throughout your business’s life, even more so when you prepare it for sale. This should include day-to-day, monthly, and annual operations that you handle. You probably do most of these things without thinking, but the buyer will want to know that once you’ve made your exit, your business will still function. Create an operations manual so you have a tangible document that your team and the potential buyer can refer to. You should also consider a succession plan so that no-one is left in the dark once you leave.

3. Consolidate your paperwork

As a business owner, you know how much paperwork is involved: meeting minutes, financial records, legal documents, and general filing. It can be overwhelming if you have not organized this documentation, so it is crucial to keep it in order. It is particularly important to have every financial statement and accounting record from at least three years. Having accessible, concise paperwork will prove that your business is lucrative and worth buying.

 Always have selling on your mind, even if it’s not your plan. Stay organized so that if the time comes to sell, you have completed all your checklists.

4. Improve your business’s appearance

Take some extra time to look at the appearance of your business. Pay attention to peeling paint, a squeaky door, or a broken tap. Our first impressions are often based on what we see, so attending to areas that need improvement will always have a positive outcome.

At the end of the day, your prospective buyer will want to feel like they are making the right decision. Having well-documented financials, a succession plan, a looked-after premises, and a thorough assessment of your business will likely lead to a successful sale.

How to Value Your Business and Understand It's Worth

We will outline the principal motives for a business valuation, information you’ll need for an accurate valuation, scenarios for deploying various valuation methods, and the influence of intangible assets and goodwill.

Many business owners are under the impression that valuing a business is only important when it comes to selling it. While this is true, it is advantageous to have an idea of your business’s value throughout its journey. There are multiple reasons to value your business:

  • You are expanding and buying another business
  • You are divorcing or separating 
  • You are insuring the busines
  • You are applying for a loan
  • You are looking to attract investors
  • You want to know your net worth

The valuation process can be complicated because you need a large amount of information. That is what preparation is of utmost importance. Here’s what you’ll need to value your business:

The history of your business

Regardless of if your business is a start-up or it has evolved into an established corporation, having a record of your business’s origins, goals, and journey up to now is crucial for understanding its value.

Employee information

Having a thorough record of your employees helps potential buyers understand the job descriptions involved, including special skills, pay rates and staff morale. Be mindful of current employee’s leave entitlements and how this will be handled in the sale. If you have key employees that choose to leave with you, assess how that will affect the business.

Legal and commercial information

Information regarding your commercial contracts, lease arrangements, licenses, permits and registrations can impact the value of your business. You must provide proof that your business complies with all relevant environmental, health and safety laws, and disclose any current or pending legal proceedings. 

Get advice about any location exclusion clauses that may affect the business.

Financial information

Profit margins, annual turnovers, asset market values, and an assessment of tangible assets all come under the financial information grouping. All this can help valuers know a little more about the liabilities of your business and where its strongpoints lie.

Market information and industry conditions

Take an objective look at your industry. Think about its short and long-term outlooks, and if the industry is growing or shrinking. Consider your competitors and the competitive edge you have in the market. Assessing the market will make you aware of the prices other businesses in your sector are being advertised for.  

Valuation models

Put simply, a business valuation is a process and set of procedures used to determine what a business is worth. Unfortunately, it is not that simple. Getting an accurate, concise valuation takes preparation, thought and support. For more details on how to value a business, you can read through our valuation guide. Here are some common methods you can use to value your business:

Industry-based valuation

The value of a business can be calculated by considering the pricing guidelines of the industry it belongs to. 

For example, a fast-food business can be historically valued based on 40% of annual revenue, while motels may be based on a set price of $20,000 per room. Each industry is different, so you’ll need to research its rules and formulas to arrive at a clear understanding of where your business lies within its system.  

Comparable business-based evaluation

Look at businesses like yours. By reviewing comparable businesses, you can assess what yours is potentially worth.  Of course, this method is not always accurate because every business is different. It has its unique customer base, locations, equipment, and tools.

Using this method in isolation will not give you an accurate value, but it will provide you with a ballpark figure if you want a starting point.

Asset-based valuation

Basing your valuation on your assets can give you an overview of your business’s value.

You’ll need to consider both tangible and intangible assets and their depreciation rates. To use this method, add up the value of your assets and subtract any liabilities. Tangible assets can be tools, equipment, and property. There are parts of your business that you can’t quantify but that still play a significant role in the value of your business. These intangible sources, or goodwill, include:

  • Customer loyalty
  • Brand recognition
  • Staff performance
  • Customer lists
  • Management stability
  • Intellectual property ownership
  • Reputation 
  • Business operation procedures

The figures in your accounts are a good starting point, but financial advisors are obliged to be prudent: they must use the minimum the assets could be sold for, so be realistic when you assess the value of your assets.

Asset liquidation-based valuation

This valuation method is based on how much money the business owner would receive if all tangible assets were sold immediately on the open market. This method is useful for business on the verge of failing, but it is less effective for businesses that want to continue operating, since it does not consider intangible assets.

Entry/start-up costs

This method involves gauging how much money it would take to build the business from scratch and reach its current size, status, and revenues. Consider the time and resources it takes to train staff, purchase premises and equipment, and establish branding and marketing.

This method should not be used on its own, as it does not consider intangible assets.

Discretionary income-based valuation

This method considers the current owner’s discretionary income, so that the future owner’s income can be estimated and the return on investment calculated. This only covers current income and cannot accurately encapsulate the future growth of the business.

Guide to evaluate business

Price/earnings ratio valuation

This is a common method. The market value per share is divided by post-tax earnings per share to deliver a P/E ratio. For example, if a business is trading at $33 per share and has earned $1.30 per share after tax, it will have a P/E ratio of 25.38.

Generally, the higher the ratio, the more investors expect the business to grow in the future.

Although a rough estimate of value can be obtained using this method, it is not always the best one for small businesses.

Discounted cash flow

Discounted cash flow (DCF) will help you estimate the value of an investment by calculating a business’s future cash flows. Simply put, DCF attempts to calculate the value of an investment today, by making assumptions of how much money it will accumulate in the future.

It’s appropriate for companies that have growth potential but lack hard assets and a financial track record. The most common example is a web-based start-up. The method deducts intangible criteria from projected cash flows or NPV (net present value).

Take the example of a company that makes a profit of $10k annually that will remain steady for the next ten years. $10k received in five years’ time is not worth the same as $10k received today. If the buyer received that $10k today, they could put it in a bank (assuming a 5% interest rate) and in five years’ time it would be worth $12,763. If you work backwards, the $10k received in five years' time is worth $7,835 today, based on the following discounted cash flow formula:

$10000/((1+5/100)^5) = $7835

$10k received in 10 years' time is worth $6,139 today:

$10000/((1+5/100)^10) = $6139

Adding all these figures together gives the buyer an idea of how much he or she should pay now to receive the returns from the business in the future. If the value arrived through DCF analysis is higher than the current investment cost, the opportunity may be a lucrative one. Unless you are familiar with DCF, we suggest seeking professional help if you choose this method.

Multiplier valuation by sales

Each industry has its own publications, business brokers and industry associations that can provide current multiples for your industry. The multiplier method uses the business’s gross sales multiplied by this multiple to reach a valuation.

For example, if gross sales are at $60,000 and the multiple is 0.4, the result will be a $24,000 business valuation. Remember that there are factors that can increase and decrease this multiple, so your valuation may not always be accurate. 

Some factors that can increase a valuation multiple:

  • Loyal customer base
  • Stable earnings
  • Goodwill
  • Your market industry

Some factors that can decrease a valuation multiple:

  • Unstable earnings
  • Reliance on owner
  • Small product or services offering

Multiplier valuation by profits

This method gets its multiple from the profits of a business. Because of this, small businesses will slot into the lower range of multiples while established companies will fall into a higher range. While this method may seem clear-cut, it is not always accurate as it does not consider current financial status or potential threats.

Of course, buyers and sellers can have very different ideas of what a business is worth, especially when the seller has an emotional attachment to the business. To avoid this, we recommend seeking professional assistance. 

Once you’re confident in the value of your business, it’s time to start thinking about how you’ll advertise it to attract buyers. Once you’ve found a buyer, we recommend you start preparing for due diligence: the buyer’s thorough examination of accounts, customer and supplier relationships and physical assets.

Helpful Advice on Negotiating the Sale of Your Business

In successful negotiations, both sides should win. The negotiating process should not feel confrontational. Standing up for yourself, arguing a suitable sale price and going through terms of conditions are often equated with conflict. However, this is an inevitable process of working toward a mutually beneficial gain.

Negotiating is a skill, so you’ll need to practice and grow.

Important negotiators are:

  • Flexibility
  • Creativity
  • Awareness
  • Preparation and organization
  • Honesty
  • Clear communication

Plan, plan, plan

Planning will always be a crucial element in sales negotiations. Decide what you want your minimum, anticipated and ideal accepted outcome to be. We also recommend creating an ‘option B’ in your your negotiations fail.  Clear planning comes from knowledge and insight, so research the buyer thoroughly and take time to meet them throughout the due diligence process. Have a clear understanding of their expectations and desires.

Be clear

Present your plan calmly and concisely. Be clear about what you are offering and what you require from the other party. Look at the process comprehensively and be conscious of the expectations from both sides.

Negotiate sale

Strive for mutually beneficial solutions

Negotiating is also about compromise. By asking lots of questions and paying attention to all details, you can negotiate a sale that is mutually beneficial. The first offer is rarely accepted, so compromising and discussing concessions will be helpful.

It’s all about closing the deal

As you negotiate your sale, be aware of the signs that your deal is reaching its conclusion. Perhaps the other party’s counterarguments lack energy, or you may discover there is a convergence on the position you are both taking. This is a great time to introduce closing statements, put decisions in writing, and quickly follow up on commitments.

What if negotiations fail?

From your initial planning, you should have a minimum acceptable sale outcome. If that isn’t accepted, it’s wise to have a plan B and C. In the trade, this is known as your ‘best alternative to negotiated agreement’ or BATNA. 

Use this backup plan to keep the negotiations going. Remember, the focus is on outcomes and not disagreements. There is also great power in walking away, or if you’ve reached the limit of your negotiating skills, you can invite a third-party mediator.

When you’ve agreed on initial terms, the only thing that stands between you and a successful sale is a smooth due diligence process.

The Due Diligence Process When Selling Your Business

Mutual trust established during negotiations can easily collapse if the buyer begins trawling your accounts, speaking to customers, or auditing employees. Here’s how to navigate due diligence safely.

A thorough buyer will conduct due diligence to confirm information presented in the initial sales pitch and identify any red flags. Being prepared for questions a buyer might have, and having all supporting documentation ready, will significantly aid the process. Here’s what you can expect during the due diligence process:

An investigation into business history and trends

The purchaser will want to look at sales targets, profit margins, overheads and working capital to see consistency in the numbers and possible areas of improvement. If there have been irregularities, a purchaser will ask for explanations. 

Talking to customers

The best way for a buyer to rate products and services is to talk to current customers. 

The buyer will assess your relationship with the customer, the impact a change in ownership may have, and gauge how much they need your help post-sale for a smooth transition.

Due diligence

Talking to suppliers

Like the customer conversation, due diligence will also uncover outstanding debts, how the suppliers perceive the business, how it compares to any supplier relationships with competitors, and if a change of ownership would impact supplier agreements.

Investigating and comparing financials

Due diligence allows a potential buyer to check if sales forecasts and projections are realistic. Balance sheets will be compared, and the buyer may request a comprehensive audit and assess whether any outstanding debts are manageable.

Talking to and auditing employees

A buyer will audit employees against any industry pay agreements. They will also check employee turnover against industry norms. Employees may be asked if they will stay or leave following a change of ownership. A buyer will also want to know which employees can help them most in initiating a seamless transition. 

How you can contribute to a successful due diligence process

Due diligence pays off, with angel investors reporting that those who invested 20 hours or more in due diligence were five times more likely to get a return. So, it’s worth taking steps to pre-empt due diligence so you can achieve the best sale negotiation.

Create a digital folder containing documents related to your company and requests made in the due diligence process. You can then share this folder in response to a due diligence request. 

In the form of documents organized into folders, this online repository of information allows you to define information flow in advance rather than prepare each piece on demand.

Possible requests from sellers as part of a due diligence checklist:

  • Organizational charts
  • Past financials and projections
  • Management reports
  • Stockholder communications
  • Customer and supplier agreements
  • Credit agreements and loan obligations
  • Partnership or joint venture agreements
  • Articles of incorporation
  • Shareholder arrangements
  • IP-related agreements
  • Government authorizations

Other useful, customized documents you may wish to include:

  • Customer acquisition channels
  • Case studies of key customers
  • A list of customers in your sales pipeline
  • A spreadsheet with your company’s key metrics: your revenue, users, growth rates, customer acquisition cost, lifetime value.
  • A financial plan for the next three years

All this information may be overwhelming, so seeking support from professionals will alleviate some of the stress.

Circumstances are different for every business for sale. There is a large amount of information that you need to consider, so seeking professional assistance to help you tackle some of the challenges will be advantageous. If you’ve carefully mapped out your road to selling, the process will be easier to handle. This is a big step with many considerations. If you still have questions or concerns, you can contact us.


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