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When is the right time to sell my business?

This is a question which does not have a one size fits all answer. That is because each business is different and each business owner is different. For some, deciding to sell is decided due to the financials, for others it is a much more personal desire which drives them.

The financials are important; for most, the desire to make money is the very reason they set up their business in the first place. With this in mind, it therefore makes sense to sell your business when it is riding high if you want to achieve the best price for it; it goes without saying that a profitable business is a more desirable one in the eyes of potential buyers.

A business with falling profits is unlikely to be as desirable, and furthermore, those who are interested in purchasing this type of business will be looking to negotiate hard when it comes to price.

There are also reasons beyond the financial that may see you considering selling your business. Life events such as divorce or the death of a business partner may force your hand. Other personal reasons such as stress and the day to day running of the company becoming too much for you to want to deal with anymore are also compelling reasons. If this is where you are, then the timing is more about selling up at a time which is the best for you and your current situation. While getting a good price is still a main objective, the financials may need to take a back seat and become secondary to the necessity to sell.

When it comes to getting the best price, timing is everything. The problem with this is that it is very difficult to predict with absolute certainty the future and what it holds for your business. However there are certain trends you can be on the lookout for regarding both your business and the sector you are a part of as a whole. It is also easier to sell when the overall financial market is healthy and obtaining finance a relatively easy proposition.

Why do I need a NDA when selling my business?

The nature of selling a business means you must divulge various pieces of financial information that, in normal circumstances, would remain confidential from your competitors and the public.

There is no way of helping this information to remain confidential, other than by using a legally-drafted non-disclosure agreement, or NDA. This is intended to prevent disclosure of sensitive information using the threat of legal action against any party who contravenes the agreement, and breaches your confidentiality.

The threat of having your ideas or trade secrets stolen, or your commercial data used to gain a competitive advantage, is considerable and far-reaching. An NDA essentially makes the recipient legally-obliged to meet its terms and conditions.

What exactly is a non-disclosure agreement?

A non-disclosure agreement, also known as a confidentiality agreement, is a formally-drafted document that becomes part of your business sale. It is signed by anyone wishing to receive the sales memorandum, which is the initial set of information distributed to interested parties.

The NDA protects the goodwill of the business, and the information that will be disclosed. It is an essential element of selling a business that safeguards your confidential data, facts and figures, and other particulars, from competitor gain.

What can be protected by an NDA?

Various pieces of information that are not publicly available can be protected by a non-disclosure agreement, potentially including:

  • Details of a new product line
  • New technology or innovations
  • Business plans
  • Financial information
  • Databases
  • Customer and supplier name
  • Employee details

What are the main elements of an NDA?

Essential elements of a non-disclosure agreement include detailing the parties to the contract, the specific information that should remain confidential, and the length of time that applies.

Defining the purpose of the provision of this information, and how the information contained in the NDA can be used, should also be clearly stated. In the case of selling your business, this is likely to be for evaluating your business proposition.

You will also need to include details of who the recipient can share this information with – they may need to show their accountant, for example, or their solicitor.

What are the benefits of an NDA when selling your business?

The fact that you are selling your business is, in itself, highly sensitive information in a commercial sense, and using a non-disclosure agreement offers several key benefits even when you trust the other party to maintain confidentiality:

  • Your buyer may already operate in the same industry, in which case, if they decide not to go any further, there is nothing to prevent them using the information provided in the sales memorandum for competitive purposes.
  • If negotiations fail at a later stage and you wish to exit the deal, you can do so knowing that you have a legal claim against the other party should they make use of the disclosed information.
  • If they did use your confidential information for commercial benefit, or indeed in any way other than for the purpose defined in your NDA, you may be able to take legal action against them.

Although they cannot provide guaranteed protection against the future use of your confidential information, non-disclosure agreements offer an effective deterrent which is valuable in itself.

If you would like further information about a non-disclosure agreement for your business sale, contact us at Performance Business Brokers.