What is Included in the Sale of a Company?

Many first-time business buyers may wonder what exactly is included in the sale of a company. Which assets are transferred to the new business owner after the sale? Will the buyer retain all of the same products and information as the previous owner? The following is a list of the business assets typically included in the sale of a company.

FF&E

FF&E stands for furniture, fixtures, and equipment, and is a term commonly used in accounting. FF&E represents the physical assets that the company holds. While these assets typically have a quick depreciation rate, their worth should still be considered when negotiating the sale price. Consider the inclusion of FF&A like purchasing a pre-furnished home. It’s also important to remember that many assets like furniture and office equipment may not have much current value but if one had to replace them at fair market value, the cost would likely be much higher.

Client Lists

A business is only as strong as its customer base. Therefore, the client list is an important asset that business buyers are obliged to receive with the sale of the company. If the seller attempts to withhold the client lists, be wary. That being said, it is not uncommon for the seller to withhold the client list as the last piece of due diligence. Without the transference of business relationships, the seller could take the proceeds from the sale and start a new company with the previous company’s customers, leaving the buyer with little or no basis on which to continue doing business. Covenants not to compete attempt to prevent this occurrence, but some courts have ruled for the seller.  Buyers should also be wary of businesses that have a high concentration of sales with one or two customers. It is not uncommon for a portion of the purchase price to be paid upon retention of the customers for a period of time.

Name

The name can be an extremely important component of a business, as it is associated with branding and reputation. Certain businesses will have more valuable names than others, depending on its eminence and the goodwill attached to it. If the business owner named the business after him or herself, it can lose value when the business transfers hands unless the original owner stays on to aid in the transition. Consider the value of the business’s name when looking at intangible assets and deciding on the business sale price.

Phone Number(s)

It is important to retain the same phone number(s) from the previous owner, as many people may have these numbers programmed or memorized. Phone numbers can tend to hold a similar importance to the business name.

Menu/Recipes

A popular business is not be the same without consistency in the products offered. While the new business owner is free to make a variety of adjustments post-closing, they should also obtain the old “recipes for success.” Continuing to offer the same great product will keep clients loyal in a time where the news of a business sale could initiate an exodus of clients.

Licenses

Retaining licensure is of high importance in order to keep the business running smoothly. Confirm that that all licenses are up to date. It may be necessary to ask the seller to renew any recently expired licenses before the closing. It is especially important to get assignments of license agreements if the company is dependent upon a license from a well-branded franchise.

Accounts Receivable/Payable

Typically in the sale of a company, the seller retains accounts receivable, cash, and cash equivalents such as cash value of insurance policies. It is also common for the seller to satisfy all liens and encumbrances before or at conveyance. This is oftentimes referred to as a “fee simple closing."

Should a seller make it difficult to obtain any of these aspects of their business, it may be time to step back and re-analyze the value of the deal. An M&A or business brokerage professional can help you be sure that you receive all requisite assets at the close. If you would like assistance in buying a business, please contact George & Company. We would be happy to assist you in buyer representation so that you can receive the best deal possible.