If there were ever a process as daunting in practice as it is in
theory, it’s business acquisition and transition.
Between city, county, state, and federal laws, there’s a whole lot to
unpack, and major parts of the process can feel vague. The government,
on average, has an archaic labyrinth of documentation and is in
desperate need of a UX Designer. Which is to say, the information is
there, but you might spend lots of time trying to find it.
Recent legislation in the US has only complicated things. These days,
most providers will force you to close existing accounts only to reopen
new, identical ones under your own credentials. If you’re like me
and buy a business with a lot of accounts, this becomes an enormous
lift and is also totally unavoidable.
With that in mind, while you can and will learn a great deal
throughout the process of buying a business, some information is still
helpful to have in advance.
I’ve broken down the process into 6 steps based on my recent experience
with buying a local retail business. Your situation may vary,
especially depending on whether you buying a physical business or a
digital one, whether it has employees or not, and how old it is, but
these 6 give you a good place to start.
Do your due diligence.
How much does the business make in annual revenue? What are its
expenses and liabilities? Is it well-positioned in the market,
does it have strong branding, or will you need to rework it?
Learn about the day-to-day operations.
If you can, ask to spend some time shadowing management. Ask
questions about typical day-to-day activities. Where does the owner
spend most of their time, and what are the key tasks they prioritize?
Research the industry.
Put simply, what is the industry like and what kind of problems can
you expect to face?
Understand the competitive landscape.
How many competitors should you expect, and how cutthroat is it?
Does this business have a lot of competition, or is it an open field?
Does it have a unique advantage that others lack?
Recognize its dependencies.
What are the tools and platforms the business needs to operate?
If you can understand its infrastructure before you’re in the
driver’s seat, you'll be more prepared to drive it.
Compile a transition checklist.
What does the outgoing owner need to do before and after the sale,
and what must you handle? This may include account updates, banking
changes, state and federal form filings, and more.
By resolving those 6 items ahead of time, you’ll have a more
comprehensive sense of the business. You’ll also understand the
industry better overall, what to expect from your new job, and how to
respond when you inevitably have to put out fires later.
Next, let's look at each of those items in more detail.
Do Your Due Diligence
If you aren’t confident it’s a good business decision, then don’t buy
the business yet. That should go without saying, but it's worth stressing
anyway.
Buying a business can be exhilarating, especially when you believe in
what you're about to buy. But don't let that blind you from understanding
what you're getting into.
Sometimes a business can look healthy and
exciting on the outside but be different under the hood.
Check on total gross revenue, and compare it against liabilities,
expenses, and profitability. It’s okay if the
business you’re buying isn’t profitable because you can fix that.
It’s not good if it’s slowly sinking.
Any serious seller will, at a certain pointin the process, understand
they need to disclose that information. They may be protective
initially, but don't be afraid to ask thorough questions. If they
won't give you specifics, that can be a red flag in its own right.
If it’s customer-facing, talk to its customers. Learn what people
think of the business, what they like and dislike, and how it’s
positioned in its market.
Do some digging online to look up its status—the secretary of state
website will tell you if a business is in good standing and, if not, what’s
wrong.
Google the business and its owners to see if they've been involved
in any scandals or have a bad reputation.
You want to know what you’re getting into before you even sit down to
negotiate. Worst case you walk away after learning
something bad and save yourself a headache. Best case you can come to
the table prepared to address your concerns and negotiate.
Learn the Day-to-Day Operations
You don’t want to be learning about how to run the business as you
already need to be good at it. Especially if the business has existing
momentum (likely a part of why you want to buy it).
In my case, it was a physical retail business I’d been running for
years, so I knew it inside and out. If that’s not the case for you,
then this step becomes extra important.
Understanding how the business operates will help you understand what
you’re going to need to handle once you take it over. If you’re
planning to hire someone to run it instead, it’ll help inform your
hiring choices.
If you have access to its employees and management, that’s great! Ask
them some questions about their work life and responsibilities. If you
don’t, try talking to the existing owners to understand what tasks they
give their staff (or don't) and why.
You might change some of these operations later, but it’s unwise to
make changes to operations you don’t understand. That’s doubly true
if it changes things for employees–staff gets nervous when ownership
changes because you as a newcomer are an unknown quantity.
Your new team will trust you and support you better if they know
you’re not going to start ripping things out and changing their lives
from the second you arrive.
On the other hand, if the business has no employees and the owner is
doing all the work, then take time to learn what that work is, how
the owner has been handling it, and what the challenges are.
If they spend 10 hours a day handling support requests and sending
emails, that's good to know up front. Same with if they've abstracted
away part of the company to an online service, and doubly so if that
service is slow or, frankly, bad.
Research the Industry
If you don’t know the industry, you’ll be flying blind. Learn what
makes the industry tick, what problems often arise, and how they can
best be resolved/pre-empted.
In our case, this was easy because we were already running the
business before we bought it. We knew which vendors were most likely
to ship late, which ones were hardest to deal with, and how other
companies in the industry operate.
If you already work in the same industry, you can mostly shortcut
this one. If you’re an outsider, make the effort to learn more about
the pillars of the industry you’ll be walking into and what the
expectations are based on that.
Don't hesitate to reach out to vendors, potential partners, and other
businesses in the space to see what it's like. As long as the industry
isn't super cutthroat, people will usually entertain your questions as
long as you're polite and respect their time.
Know the Competitive Landscape
You need to know what the business is up against, where it has to
compete, and the effects of that competition on the business’ health.
If you’re buying a physical retail business, make sure there isn’t a
cutthroat competitor just down the street. Or, at least, make sure you
can beat them.
If you’re buying a SaaS company or some other kind of tech, do a
competitive analysis of the other services on the market that overlap.
Even if the company isn’t facing competition now, things change.
Arming yourself with an understanding of the ecosystem will
help you pilot your new business to success, now and in the future.
(You can also use competitors as a way to affect the sale.
If you know the existing owners are up against fierce competition,
they’re likely more eager to exit, which gives you more opportunity
to negotiate if you're up for the challenge.)
Recognize its Dependencies
If possible, try to understand how the business works under the hood.
If you’re early in negotiations or the buyer isn’t certain they’ll
sell, you likely won’t have access to most of those details.
However, as the deal gets closer to completion and contracts are being
drafted up, ask the departing owner if you can see more of what powers
the business, from its key employees to software they can’t live
without. You might not need all of it going forward, but it doesn’t
hurt to know how it’s working as-is and what the current owner depends
on to get the job done.
Be especially on the lookout for core components, whether that's a
tech stack, a particular vendor, or even a basic service.
In our case, we absolutely need a lease (physical location),
point of sale (software), and wholesale accounts (supply).
You’ll be better off if you understand this from the start, and can
position yourself to avoid any interruptions with your basic necessities.
Compile a Transition Checklist
Having a list of known tasks is a huge help.
When the sale is done, you'll already know where to start. You'll
have prioritized necessary tasks by importance, and will be ready
to hit the ground running. Plus, you get to high five your past self.
The more time you spend organizing tasks and planning now, the less
time it'll take to start running and growing the business later.
That means less stress, fewer sleepless nights, and getting to overall
be a happier business owner.
Prime candidates for this list include where to file forms announcing
the change of ownership with the IRS, federal government, state, and
city/county if applicable. You can also prepare in advance
the exact forms you'll need to submit and how to submit them.
If you've already researched the business' dependencies because
some super cool stranger on the internet suggested it (no relation),
you know to update those next. Tackle the most important things first,
like the government and core needs.
Worth noting, you'll probably need to open new bank accounts and the
previous owner will need to close the existing ones. Make sure you
have a plan in place to smooth out that transition because otherwise
it will really, really suck.
Make friends at your local banks and credit unions, and shop around
ahead of time. We didn't, because we thought the existing bank would
help transfer everything over, and it was easily the most mind-numbing
and frustrating part of my last few months.
With new accounts and the core needs met, you can move into transitioning,
or removing, subscriptions and other tools that may have come with the business.
Starting The Marathon
Let me be totally, ridiculously transparent here: transitioning a
business to new owners is hard.
The fun part of owning a business is getting to take care of it,
help it grow, and work on the core tasks that make it tick. The
transition process is absolutely none of those things and you also
can’t shortcut it.
While it’ll likely be smooth sailing after a while, the weeks
following an ownership transition are often rocky for everyone involved.
Mostly that’s because, unlike founding a new company, taking over an
existing company means you have to handle all of the paperwork and
account creation while the business continues to run, and ideally without
interrupting it.
That means juggling all the normal tasks to run the business with
filing forms, emailing company reps, and spending a totally ungodly
amount of time on the phone.
By following these 6 steps, though, you'll have a framework you can
follow towards success, and will know most of what comes next. I say
most because, inevitably, things will come up you couldn’t
have possibly expected. That’s where you’ll have to think on your feet.
Save your energy for that. Plan ahead so that when shit hits the fan,
you’re prepared.
As a new owner, you owe it to the company not to get burnt out. When
you burn out, you can't come through as well. So take it in small,
methodical steps where possible, and conserve energy.
I've went through it myself. I sprinted through 2023 to get to this
point, and suffered from burnout this year as a result. You can
read more about my preparation to purchase the business in my
2023 year-end review.
Your mental health is important.
Learn to manage your time
and make room for activities that recharge you. Take it as a marathon.
Chip off pieces of your checklists when you can, and
prioritize getting the most important services and forms filed away
first and you’ll be just fine. You’ve got this!
Behind the Scenes: Drafting This Post
I used Google Bard and GPT-4 to vet ideas for this post, brainstorm
the correct way to write it, and proofread my earlier drafts. While I
always do the final editing by hand, I saved hours of effort with
this new workflow.
Below is the prompt I used to vet my idea. If you like seeing the
prompts and process behind my posts, please reach out to let me know!
I’m constantly experimenting with my process and would love your feedback.
From there, I encourage you to ask ChatGPT questions, and follow up
on parts of its response that are worth exploring further.