How to sell a company? Necessary documents and stages of sale. Selling an LLC, how to sell a company How best to sell a company

How and where to sell an existing business?

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Being an entrepreneur is hard, especially in Russia. Not everyone is capable of working hard all their lives. Even the creator of Magnit, Sergei Galitsky, recently admitted that he no longer receives the same emotions from his work. But he is not going to leave - there is no one to hand over his empire to. This is easier for owners of small and medium-sized companies. As a rule, the smaller the business, the easier it is to part with it.

Every year tens of thousands of ready-made businesses are sold and bought in Russia. They are sold by entrepreneurs who:

We became interested in another niche;
- decided to get rid of a non-core asset;
- cannot cope with problems;
- decided to move to another country;
- just tired of business.

If at least one of these points applies to you, then this article is for you.

Where to look for a buyer

To sell a business, you need either connections or intermediaries, or better yet, both. You can try to find a buyer through friends or offer your company to competitors who want to expand their business.

In this case, you should take care of confidentiality: a competitor can find out the state of the company and all your “chips”, and then refuse to purchase. You also need to be careful with your acquaintances - rumors about the sale will damage the reputation of the enterprise. “An open sale of a business can cause great harm,” warns Elena Sharova, legal adviser at Jurisprudence Finance Personnel Group. “This will cause concern for staff, suppliers and creditors.” Ill-considered actions can lead to labor conflicts, lower sales prices and even business collapse.”

Sometimes advertisements for the sale of a company are placed on specialized forums, where there is a chance of finding a savvy and interested buyer. Avito has become a fairly popular channel for selling ready-made businesses. Currently, there are more than 28 thousand such advertisements on this site. Their main categories are services, trade, catering, manufacturing, online shopping, entertainment, agriculture and construction. The effectiveness of Avito is evidenced by the fact that even business brokers - intermediaries between sellers and buyers of ready-made businesses - post ads there.

If you're having trouble selling a company on your own, business brokers are a good option. They select objects, evaluate them and accompany the purchase and sale transaction, receiving a percentage for this. This is a big market with its leaders. In 2015, the Mergers and Acquisitions magazine released a rating of Russian business brokers, the first places in which were taken by Altera Invest, Scania Invest, ReSale Expert, Vasha Firma and Ready Business Bank.

The choice of channel and the time it takes to find a buyer strongly depend on the company’s profile. According to the observations of business brokers, in Russia the greatest demand is for retail outlets (which account for a quarter of transactions), public catering, hotels, beauty salons and car washes. Businesses bought abroad, media and oil fields are the least likely to be purchased. So if your company operates in a difficult or unpopular industry, you will have to search for a buyer manually.

Personal experience:

In 2009, I opened a flower shop in one of the towns of Primorye. A year later, the need arose to move to the central part of the country. By that time, my outlet had long since become profitable and began to attract people who wanted to buy it. But more often the mood was to “squeeze out.” They told me: “Well, you’re leaving anyway, if you don’t sell it, you’ll abandon it, but the place has already been fed, we won’t let it go to waste. The store was a rented space inside a large store (22 sq. m.). I didn’t understand how to sell this business - the place is rented, not owned. But I started looking for a buyer among my competitors and the right person was found quickly. The sale took place under a mutual agreement, a kind of receipt where we wrote down all the conditions for the transfer of my business and the buyer’s money. I handed over all the documents, the customer database, introduced me to suppliers and for another two months helped the new owner get up to speed. In the end, we were both satisfied.

Common mistakes when selling a business

Experts interviewed by Rusbase list the following mistakes of inexperienced sellers:

Insufficient preparation for sale;
- loss of time on false buyers;
- inability to justify and defend the price;
- delay in selling or selling hastily;
- non-compliance with confidentiality.

“Very often the seller neglects the pre-sale preparation of the business,” notes Lyudmila Kharitonova, managing partner of Zartsyn and Partners. - It seems that your business is already good, so there is nothing to check there. And then it turns out that the company has no assets, the contracts concluded are not profitable or can be terminated at one moment, and the accounting department has not been put in order for a very long time. All this threatens to disrupt the negotiations.”

“The company must present a business that is ready to be transferred to third parties - with a strong team and clear development prospects,” says Anton Poletaev, partner at RB Partners and M&A expert. - You only have one chance to make a first impression, so not paying attention to the “packaging” of your business can be fatal. An investor should not be under the impression that a sale is the only option for the company's survival."

Personal experience:

In December 2014, we acquired the investment company Centaur and renamed it A Finance. We also created an IT platform for investing in securities. We wanted to give clients a return higher than the Sberbank deposit, but with less risk, and we achieved 15-17% per annum.

This was a big project for us - at the start we invested about 40 million rubles. It seemed to us that there would be an explosion in this market and everyone would run to open these accounts. But analysts' forecasts did not come true. The maintenance of the investment company turned out to be too expensive due to the Central Bank's requirements for personnel and the amount of its own funds. In September 2015, we decided to sell the company. The value of the company, in our opinion, was the license and IT platform.

We were posted on dozens of sites, constantly updated advertisements, but only intermediaries called. The main flow was from Biztorg and February they left only him. Our main asset was the IT platform, so we made a detailed presentation: we described its advantages, attached a video and a manual. In April, we found a buyer and quickly reached a deal. The contact was with Biztorg, but the deal was handled by an intermediary.

For those wishing to sell their business, I recommend posting on all sites on the Internet, not sparing 5-10 thousand rubles on paid placement, and not giving up intermediaries - in my experience, they really manage to successfully conclude deals.

How to prepare a business for sale

The buyer needs to be convinced of the profitability of the enterprise and the legal purity of the transaction, and the seller needs to understand and eliminate the shortcomings of the company that reduce its value. As you know, there are no ideal enterprises. According to FreshDoc CEO Nikolai Patskov, pre-sale preparation includes:

Analysis of financial condition;
- examination of legal registration of business;
- analysis of management and accounting;
- inventory of assets;
- assessment of business prospects;
- elimination of defects.

“When selling, you need to put yourself in the buyer’s shoes and understand what his benefits from the acquisition are,” advises Anton Poletaev, partner at RB Partners and M&A expert. - You can find a buyer for almost any asset. Strategic investors are interested in the potential for synergy with existing assets, for investors in distressed assets - the potential to increase the value of the company, for others - profit. Vendor due diligence - a pre-sale assessment of the company's risks by an independent consultant - makes a very good impression on buyers. It shows the seller’s integrity and gives him the understanding that he can reduce the price during negotiations.”

The Zartsyn and Partners company gives the following instructions for putting things in order:

1. Conduct an audit and make sure that all taxes are calculated correctly and paid. Receive a tax certificate confirming that there is no debt.
2. Check who all assets are registered in the name of. They are often “scattered” across several individual entrepreneurs and legal entities, which is inconvenient for sale. “Gather” everything in one company that you will sell. Also, do not forget to register the rights to intangible assets - website, software, content. The buyer will definitely ask this question.
3. If the company has several founders, make sure that all of them are ready to sell the business and sign the necessary documents.
4. Check whether the authorized capital and shares of the founders have been paid.

Screenshot from the Avito website

Ways to sell a business

There are three main ways: selling a share of the company, selling the enterprise as a property complex, and selling assets separately with their reorganization into a new legal entity. The first method is most suitable for small and medium-sized businesses. It is the fastest, simplest and cheapest, accounting for about 80% of transactions on the market.

“Usually a company simply changes its owner,” says Lyudmila Kharitonova, managing partner of Zartsyn and Partners. “But if you ran your business as an individual entrepreneur, then you cannot change the owner and you will have to transfer contracts and assets to the buyer.”

What documents are needed

The minimum package for the sale of a business includes constituent documents, registration certificates, internal regulations and labor documents, privatization documents, balance sheets, agreements with counterparties, a list of creditors and debtors.

Legal consultant of the Jurisprudence Finance Personnel Group Elena Sharova provides an exhaustive list of documents that can be used as a checklist:

Legal documents:

Charter, memorandum of association or copy of the entrepreneur’s certificate;
- certificate of the Unified State Register of Legal Entities and an extract from the Unified State Register of Legal Entities;
- land lease agreement;
- lease agreement for real estate;
- if the premises are owned: contract of sale and purchase of non-residential property, --- - - certificate of registration of real estate rights, BTI certificates;
- geodetic plan of the leased land plot;
- explication of premises.

Financial documents:

Auditor's report on financial statements (if any);
- business assessment report (if any);
- certificate of absence of debt from the tax office;
- acts of reconciliation with counterparties;
- a certificate from the bank confirming the absence of debts and credit obligations;
- a list of fixed assets indicating their cost, year of manufacture, manufacturer and model;
- list of intangible assets and their value;
- a list of inventory balances indicating their cost (raw materials and finished products);
- justification for additional investments (purpose of investment, cost items);
- report on the financial results of the company (minimum for the last year);
- a list of the company’s main suppliers and product range;
- staffing table indicating the number of employees by position and payroll;
- Company details;
- passport details and registration address of business owners.

And also:

Presentation of the company;
- Commercial offer.

How does the procedure work?

Competitive advantages can be patents, an effective personnel management system, an impeccable reputation (helps to win tenders) and an attractive business strategy. “In my practice, there was a case when the owner of a plant had many patents for manufactured designs of commercial equipment,” recalls Alexey Koryagin. “In this way, he made it difficult for competitors to enter the market, who needed to invest a lot in developing a product line.”

The company's value may also increase if the buyer sees prospects for synergy. “We once assessed a crushed stone mining business,” an association representative gives an example. - It brought the owner very good income, but it could not be compared with the benefit of a potential buyer. The inclusion of this enterprise in its production chain allowed it to significantly save on raw materials. The identified synergistic effect increased the transaction price by an order of magnitude.”

According to the legal adviser of the Intercession company Elena Muratova, independent auditors and lawyers are involved in the sale of the business. Auditors identify irregularities in accounting, lawyers prevent the risks of litigation and administrative liability.

Business owners struggle even with such basic things as calculating taxes and registration costs for different methods of sale, notes Elena Sharova, legal adviser at Jurisprudence Finance Personnel Group. She advises immediately contacting business sale specialists who can competently prepare the company for sale, check the buyer’s integrity and evaluate the terms of the contract.

Minimum legal support for the transaction will cost about 15 thousand rubles. The participation of a lawyer in pre-sale preparation and negotiations will cost 100-150 thousand rubles. Of course, it all depends on the specific transaction.

You don’t have to create a business from scratch—you can buy a ready-made one that actually works. You can do this and start working for yourself with only $10 thousand. Here are detailed instructions - what, how much and where are the risks hidden?

You don’t have to create a business from scratch—you can buy a ready-made one that actually works. Beauty salons and cafes are especially popular now. Entrepreneurs often buy them for their wives, so that they have something to do. There is also high demand for car washes, car service centers and restaurants - buyers are driven by the desire to invest in a ready-made enterprise in order to have an interesting business and a stable source of income.

How much does a candle factory cost these days?

If you have entrepreneurial ambitions and 10 thousand dollars, from which you want to make more money than the bank will give you on a foreign currency deposit, you can buy a small video rental or exchange office somewhere on the outskirts of Moscow. And then you are no longer a rentier, but an honest entrepreneur who has dared to increase his fortune with his investments and work.

Yes, you can buy a functioning business today for 10 thousand. True, in the case of an exchange service, you need to have another 15-20 thousand working capital, otherwise it will not work.

Many businesses require additional financial investments after purchase in order for them to be useful. Therefore, we must take into account that the price of this method of becoming an entrepreneur consists of two components. Firstly, this is the cost of the acquired business. Secondly, the cost of the investment program (necessary costs for business development).

But on the market you can choose a business that does not require absolutely any additional investments. It’s just that one owner is, as it were, removed from the business, and the other appears in his place - he continues to steer the process and extracts income. For example, recently a curtain production salon was sold in this way for 40 thousand dollars. The entire business complex (including equipment, rented space, raw materials and inventory, labor, contracts with suppliers and consumers) passed to the new owner. For 70 thousand you can buy a ready-made confectionery production workshop with established production that does not require additional investment. You can’t find a supermarket on the market for less than 100 thousand. Father Fyodor’s dream of a candle factory today could come true for about 100-150 thousand dollars.

Car washes and beauty salons are in fashion

A Russian usually focuses on price, choosing what he can afford, and not what he would like. On the ready-made business market (and this has already taken shape) the situation is somewhat different. Here the buyer judges not so much by price, but by his abilities, reasoning like this: I understand this business, I can handle it; I can do it and I can afford it.

For example, any person who dares to try on the title of investor can easily run a hairdressing salon. Success is determined by a few and fairly simple factors: production rate per workplace, rental costs, materials. In the same way, there are no special secrets to organizing a business at a car wash - people seem to be quite capable of it.

Moreover, the fashion for certain businesses is not necessarily confirmed by economic results. A beauty salon, by definition, cannot generate high profitability. Its main attraction lies elsewhere: it is a simple, understandable and feasible business.

“There are market myths,” says Mikhail Kuznetsov, marketer at the Ready Business Store company. — People think that some business is transparent, manageable and accessible to them. Coffee shops and restaurants consistently fall into this category. Although the restaurant business is not so simple due to increased competition. Recently, as a result of Luzhkov’s team’s active fight against snow, people began to believe in car washes. There’s a real boom in demand for car washes right now.”

Statistics from companies specializing in the sale of existing businesses show that the most attractive in the small business sector are trade and service enterprises. For example, according to the “Ready Business Store”, approximately a quarter of those wishing to purchase their own business dream of providing services to the population. About 17% of demand comes from trade enterprises, 10% from transport and 11% from production. Moreover, the number of people wishing to buy a small factory or workshop is constantly growing. Experts attribute this to a reduction in the tax burden and a change in the mentality of entrepreneurs.

The head of the project for the sale of ready-made and operating businesses from the Institute of Economic Security, Mikhail Ivanchenko, believes that trade and commercial real estate enterprises are now the most popular. Commercial real estate is when a company has office, industrial or retail space and rents it out. Considering that the cost of business rent in Moscow is constantly growing, the purchase of such companies becomes a good investment. However, this is hardly entrepreneurship in its pure form - there is something of a rentier here.

Exists stable demand for beauty salons- from the VIP category to regular hairdressing salons. Entrepreneurs often buy them for their wives. True, practice shows that restaurants or beauty salons purchased as a gift to loved ones are often put up for sale again after a year and a half.

Sometimes restaurants or cafes are bought, relatively speaking, for club purposes - so that there is a place where you can sit with friends or partners. “Your own restaurant” is a piquant accessory in the gentleman’s kit of a modern capitalist.

How to evaluate the business being purchased?

If a person is able to evaluate an apartment or car himself, then when buying a business one cannot do without a qualified appraiser. And the point is not only that special knowledge will be required here, but also that information about the state of affairs at the enterprise must be correctly retrieved (and it may be hidden) and correctly interpreted.

The “Ready Business Store” believes that the main factor in determining the value of an enterprise is its net profit, and not accounting profit, but the money that the owner can withdraw from the enterprise. “First of all, the buyer must pay attention to cash flows and net profit,” says Sergei Kharchenko, head of the valuation department of the Ready-Made Business Store. “If there is no profit even in management reporting, you should think about it.”

By the way, according to expert observations, there is a discrepancy between “white” and “management” accounting in absolutely all enterprises. Of course, companies strive to operate as legally as possible. But even the smartest, according to consultants, manage to bring no more than 80% of their business “to the ground.”

Sergei Kharchenko considers the second most important indicator affecting the value of a business to be the period during which the business will generate money. After all, products may lose relevance, competitors may appear offering a better product, lease agreements may expire, or they will plan to build an overpass across the production premises, as in the movie “Garage.”

By the way, business in leased territories is cheaper and “returns” faster, but has more risks associated with the unreliability of the lease. If the business is done on its own premises and equipment, then it is more expensive and takes longer to complete. But equipment and especially real estate are themselves liquid assets. They can be sold at a profit even if the business collapses.

Experts differ in their assessment of such a phenomenon as goodwill (the intangible assets of a company consisting of a brand, business connections, employee talent, own know-how, etc.). For small businesses, of course, goodwill is not as significant as in large corporations that spend huge amounts of money on brand promotion. The share of goodwill in the value of, say, a bakery is small, although it still exists - reputation, culinary skills, recipes. But there are cases when goodwill makes up a significant part of the value of the business. For example, the value of a software development company fundamentally depends little on rented space or its own computers. In this case, the most important thing is bright minds, the names of developers and managers, as well as their connections.

In other words, the company may not have large tangible assets, the book value of its property will be small, but it is able to generate significant financial flows. This often applies to information and consulting businesses. Such companies are worth much more than the totality of their assets. By the way, the difference between the selling price of a company and the price of its tangible assets is precisely the cost of this very goodwill. The only catch is that it is extremely difficult to determine goodwill in any other way (except in the circumstances of the sale of the company).

An important factor in the formation of goodwill, the overall value, and even the viability of a business is the workforce of the enterprise, its qualifications and manageability. The entire business can depend on one person, and this is a huge risk. There is a well-known case in the insurance business when the chief sales manager left the company after a change of ownership, and 40% of clients left with him, that is, almost half of the business. He had enough to start his own insurance company.

But we are not only talking about top managers who can move to another job and take away clientele. No less serious problems are fraught with the whims of the main car mechanic, Uncle Vanya, with golden hands, on whom the entire car service business rests. It’s funny, but the fate of a dry cleaner can be decided by a stain remover with a salary of 6 thousand rubles. The profession is very rare, and without such a specialist, dry cleaning loses both its meaning and clients.

All in all, business valuation is a tricky and multifaceted matter. Appraisers use sophisticated techniques, the essence of which is simplified as follows:

1. market method - an analysis of similar transactions on the market is carried out, the necessary discounts and allowances are made depending on the specific circumstances of the business, and thus the value of the enterprise that you want to buy is determined. This, by the way, is the same method that we all use when buying a home or a car - after all, we also start from the prices for a similar product on the market;

2. restoration method - the business is valued at the amount that would be required to develop a similar business from scratch;

3. income method - in this case, the income that the enterprise gives or will bring is considered. Here the assessment is influenced by the period during which it is possible to “recoup” the funds invested in the purchase.

Mikhail Ivanchenko says that the payback period for an acquired enterprise is now considered normal for small businesses to be one and a half years. Mikhail Kuznetsov believes that no one will sell an operating business for less than 7-8 months’ profit. And rarely does a business sell for more than two to two and a half annual profits.

According to Alexander Butov, manager of the investment banking department of the FINAM investment holding, first of all, the value of a business is determined by the company’s position in the market and its revenue. Next come profitability and accounts payable. And the profitability factor is important - the forecast of cash receipts for the future and the period during which the acquisition can pay off. “But in practice,” says Alexander Butov, “buyers often use their naive methodology: revenue is multiplied by profitability and the number of years in which the new owner wants to recoup the deal. For some reason, three years is considered a normal period.”

The procedure for transferring “business ownership”

The most sensitive and difficult question is how to give away money and take ownership of a new business. I really want there not to be too much or even an insurmountable distance between these two acts.

It must be said that there are indeed risks here, including criminal ones. Just like, say, they exist in the real estate or car markets. There are risks of non-compliance with agreements and deception (some intermediary firms even offer physical security services to clients). But, as Mikhail Ivanchenko testifies, fraud in this area is becoming less crude and more elegant. The general trend is that everyone tries not to violate the law, especially criminal law. Which, however, requires even more diligence from intermediary consultants who monitor the purity of the transaction.

Director of the legal department of the “Ready Business Store” Sergei Samsonov considers hidden off-balance sheet obligations of the company being sold to be among the main risks. With some sales schemes, old debts that the previous owner managed to hide (for example, bills not taken into account on the balance sheet, some guarantees, guarantees) may come out after the transaction. And the new owner cannot get away from them.

The risk of non-fulfillment of obligations under a business purchase and sale transaction, that is, non-payment of money or non-receipt of rights to the business, with a competent intermediary with a good reputation is, in principle, reduced to a minimum. A normal intermediary studies the credit history of the company and collects security information. Usually he is responsible for all documentation related to the appraisal - after all, he must have an appraiser's license. In some cases, the intermediary may, by agreement with the parties, undertake financial guarantees for the transaction, but this is extremely rare.

As for money transfer procedures, then it is simple. First, an agreement of intent is signed between the buyer and the seller, then the buyer hands it over to the seller against receipt or makes an advance payment to his account. After this, all the stated circumstances of the business are checked. When the decision is made, the buyer opens a letter of credit in favor of the seller. Then a purchase and sale agreement for 100% of the share or shares is signed (depending on the legal form of the enterprise). The bank allows the seller to access the letter of credit funds only on the basis of a signed and certified purchase and sale agreement and a new constituent document registered with the tax office. Sometimes, instead of a letter of credit, the buyer rents a safe deposit box, which is used for payment using the same mechanism: the bank gives the seller access to the safe deposit box upon transferring to the buyer documents certifying his right to own the business.

It's easy to transfer money. Business ownership is a little more complicated. From a legal point of view, there are four forms of buying and selling a business.

The first and main thing is to replace the founders in an LLC or CJSC - that is, in a legal entity that owns a business. This is a fairly simple method. Its disadvantage is that the legal entity retains its old credit history under the new owner. Unknown off-balance sheet liabilities may surface. There is also a significant advantage: replacing founders does not require obtaining the entire package of permits and licenses (if the business is licensed). You just need to register changes in the composition of the founders with the tax office. That is, the business remains untouched, as it were, with its pros and cons. It’s just that the founders and owners are different people.

The second method is to create a new legal entity and the transfer to him of assets related to the purchased business. Assets may be sold or otherwise transferred. When selling property from one legal entity to another, taxes naturally arise, which, however, can be minimized. The method is also simple, but also has a significant drawback. The new legal entity must re-obtain the entire set of permits and licenses, if required. And this is a very troublesome matter.

According to one expert, a couple of years ago it took three weeks to obtain all the documents for a beauty salon. A year later I had to spend five weeks. Now it’s almost three months. These are the results of the campaign to combat administrative barriers announced just two years ago. For three months, the finished enterprise will stand idle and incur losses for no business reason. Because of bureaucratic harassment.

Knowing the situation, mediator-consultants proceed as follows. They create a legal entity ahead of time and receive all the necessary documentation for it. This keeps downtime to a minimum. But in some cases it is impossible to obtain two permits for one case; you have to first disavow the old one and then wait for the new one.

Third form proposed by law, - sale of the enterprise as a property complex. But there are few such cases when an enterprise would be registered as a property complex. On the contrary, often one legal entity has, for example, a car wash, two restaurants and a gas station, but only the gas station is sold. So, business purchase and sale transactions using this option occur extremely rarely. Although experts consider this method to be optimal, it practically eliminates all the risks described above associated with hidden off-balance sheet obligations or the need to obtain a bunch of new permits.

The three methods described are suitable for selling normally functioning enterprises. There is a fourth one - for the endangered. This is a sale through liquidation. We are talking, of course, about friendly bankruptcy. Relatively speaking, the buyer and seller reach an agreement, the seller initiates the liquidation procedure of the enterprise, its property is described, sold at auction, where it is acquired by a new owner. True, there is a risk that another bidder will come and beat the price. But experts say that if everything is done correctly, the transfer of the business to the right buyer is guaranteed. This mechanism is suitable for small, medium and large businesses. A hotel was recently sold under a friendly bankruptcy scheme.

Why are intermediaries needed?

There are already about sixty enterprises operating on the market, declaring that selling an existing business is their business. In reality, barely a dozen consulting firms are doing this with varying degrees of success. Others have experience as intermediaries in one-time transactions, others are involved in information support - they create platforms or catalogs for buying and selling businesses on the Internet. The matter is also necessary.

But the most important thing in this area is, of course, consultations, assessment, information, and support. No sane investor would buy a business relying only on his own ingenuity. Well, unless you buy a photo studio from an old friend, when you know both her and him like crazy.

The familiarity factor remains very important for Russian business. Both the buyer and the seller often need recommendations from third parties who are personally familiar with the parties. But a fairly large proportion of transactions are already taking place without this. That is, a normal market situation becomes common, when the seller and buyer initially know nothing about each other. The intermediary brings them together, helps with pre-sale preparation, often acts as a business consultant and helps clean up the business. He also evaluates the enterprise, makes inquiries about high-level contracting parties in the interests of each of them, provides legal support and sometimes even resolves security issues.

Intermediary consultant services cost 2-15% of the transaction amount - all intermediaries emphasize that their approach is purely individual. Moreover, the seller pays for them. The fact is that sales are carried out from the set of offers that is formed by the sellers, which is why the intermediary has to be paid. However, no one is stopping the buyer from paying for the services of an intermediary.

Taxes should also be included in the costs that arise during the transaction. A smart intermediary will, of course, help minimize them. The fact of buying and selling a business in itself is not an object of taxation. But taxes arise if property is transferred during the transaction. Or if the business was sold by purchasing shares or shares and the purchase price exceeded the nominal value - this difference is considered the income of the seller and is subject to income tax (13%) if we are talking about an individual. It is clear that in the case of an LLC, a 100% share of an enterprise can be valued at 10 thousand rubles at par of the authorized capital, but the business can be worth $100,000. That is, the difference between the face value and the market price will be $99,700 and should be taxed as income to the seller. Often the parties take legal risks, underestimating the formal value of the business, or agree to share the burden of taxes.

Now there are dozens and even hundreds of offers for the sale of a business on the market. Not only factories and ships are for sale, but also small enterprises that can be managed by an ordinary person with at least some business acumen. This market may also be of interest to existing entrepreneurs who want to diversify their business.

How to sell an LLC with one founder without problems in 2019, if necessary? To implement an LLC, you need to know about some features, knowing which you can easily solve this issue.

Dear readers! The article talks about typical ways to resolve legal issues, but each case is individual. If you want to know how solve exactly your problem- contact a consultant:

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It is no longer uncommon to form an LLC with a single founder. At the same time, many beginning entrepreneurs often fail to cope with the responsibilities assigned to them and decide to sell their organization.

What is the process of implementing an LLC in 2019 with a single founder? What features do you need to know about? Let's consider the questions of interest in more detail.

Basic moments

Based on the legislation of the Russian Federation, a founder means an individual/legal entity that forms a company, organization or firm.

He is considered the full owner of the organization, manages the business process and makes decisions regarding development.

It is important to remember: according to the legislation of the Russian Federation, it is possible to have a single founder in an LLC.

Required terms

If individuals decide to form a company alone, then it will act as the sole owner.

Often citizens have no idea about the meaning of the word “founder” and think that we are talking about the director. However, this is not at all true.

The main function of the director is to organize its business activities in the direction indicated by the owner.

At the same time, the definition of “founder” means a person who is involved in the formation of an LLC “from scratch.”

The director can only skillfully manage this organization, including making decisions on expanding its activities.

In most cases, the director does not have any ownership rights in the organization unless he is one of the founders.

Information regarding each owner must be entered into the Unified State Register of Legal Entities.

In turn, the definition of “LLC” means a company formed by one or more individuals. The authorized capital is divided into several shares.

All LLC participants, without exception, are required to bear the risks of loss within the limits of each allocated share.

It is worth noting: LLC can be established by both residents and non-residents of the Russian Federation. The total number of founders should not exceed 50 people.

Each direct participant of the Company is obligated to contribute a specific amount of share to the authorized capital, which is determined.

All founders quarterly or once a year receive income in the form of dividends in an amount that will be proportional to the share of financial resources they contributed to the authorized capital.
The amount of dividends is calculated by the management body of the Company represented by the owner.

Why is there such a need?

In situations where there is not enough working capital in the organization to purchase costly materials or carry out business activities, management makes a decision to implement

Moreover, if work is carried out ineffectively, the company's management may turn to creditors, but no one is immune from the accumulation of debt obligations.

They can grow to impressive sizes and then the question will be about liquidation or sale of the LLC.

Conventionally, the main reasons for implementing OO can be divided into several categories, namely:

• economic difficulties (for example, debt, taxes were not paid, and so on);
• various conflicts that have arisen within the organization;
• other force majeure circumstances.

In fact, the reasons for selling an LLC can be very diverse. For example, the owner may simply get tired of working in a certain area.

Situations often arise when the heir of the sole founder is offered to sell the LLC. This is a common situation in which it is better for the heirs to sell the company due to inability to conduct business activities.

The legislative framework

Almost all entrepreneurs, without exception, understand perfectly well that the sale of the organization’s property and the LLC itself are different.

The sale of tangible assets is no different from any standard product.

As for the alienation of an organization, this process is regulated by other legislative acts of the Russian Federation.

It is important to remember that the notary office requires the presence of not only both parties to the transaction, but also the spouses who give their consent:

Adjustments in the Unified State Register of Legal Entities	After a specified period (5 calendar days), representatives of the tax authority provide documentation that confirms the necessary changes have been made to the constituent information
At the next stage, the seller needs to leave the LLC	The only executive body in this situation is considered to be the original owner of the organization. For this reason, it is he who has the right to make a decision regarding the transfer of his share to the second founder and personal withdrawal from the Company
At the final stage, new adjustments will need to be certified	At the notary office and the territorial representative office of the tax service. All changes that have occurred in the composition of the LLC's participants are submitted by the notary's representatives to the territorial tax service

It is important to remember: during the application process, no errors or typos are allowed, since in such a situation the transaction will be considered failed.

Can he sell himself

As noted above, in order to be able to sell an LLC with a single founder, the necessary new owner must be included in the founders.

If you pay attention to the fact that the only founder is the seller, then in fact he cannot sell the LLC to himself (it is impossible to re-introduce the same founder twice).

The legislation of the Russian Federation does not provide for a ban, but in fact it is simply impossible. If we talk about the possibility of selling the property of the LLC to yourself, then this is possible.

In this case, the buyer and founder acts as an individual. It is possible to sell the building if necessary.

If a company has debts

To possibly sell/rewrite an LLC with debts, you should follow a clear sequence of actions, which are as follows - you should initially determine the price for which the organization is planned to be sold.

Video: sale of LLC, sell LLC

If the owner has never encountered this situation before, then it will be difficult to carry out this procedure on his own. The best option would be to contact specialists in this field.

It is worth noting that the final price is influenced by factors such as:

• type of debt held
• amount of debt;
• other accompanying nuances.

For example, the cost of selling an LLC with debt obligations to the tax authority can be an order of magnitude higher than with debts to its partners, since this automatically entails a deterioration in reputation.

1. Next you need to find a buyer. This stage involves providing the maximum benefit from the transaction.
2. At the next stage, it is necessary to introduce the new owner.
3. Next, a complete package of necessary documentation is collected, including that required by the new owner.
4. At the final stage, a document is signed in order to make various changes. This document must be countersigned by the previous and new owners, including a representative of the accounting department.
   It is important to remember: due to recent changes in the legislation of the Russian Federation, the decision regarding withdrawal from the LLC must be certified by a notary authority.
5. At the end, the sales procedure is carried out.

Separately, it is necessary to remember that the documentation package when selling an LLC with debts includes:

All constituent documents without exception	(certificate of official registration, TIN, etc.), which will be necessary to be able to sell the organization
Indicators of the organization's financial statements	It is possible that the new owner expressed a desire to protect himself, and thereby demanded that the transaction be completed by an independent specialist, whose duties are to identify pitfalls
Formed conclusion	Regarding the financial condition of the organization, which is compiled
Acts	Regarding the acceptance of material assets and documentation
All orders without exception	Which directly relate to, and transfer of hired employees
	Regarding constituent meetings.

Additionally, it is worth remembering that the new owner has every right to appeal to the previous owner for reimbursement of expenses incurred due to his early employment.

Based on the above, answering the question of where to sell an LLC, you can answer - the transaction is carried out at a notary authority.

Is it possible for a close relative

Based on this, transactions regarding the purchase and sale of anything, including the sale of an LLC to close relatives, are not prohibited.

The sale of ready-made businesses, both large and small and medium-sized, is becoming increasingly common in Russia. At the same time, as in the case of a purchase, you can make many mistakes and end up with a lot of unnecessary hassle. Therefore, it is better to sell a business, even a very successful one, “according to all the rules.”

When selling a business, you can use the following algorithm of actions:

1. Determine the “weight” of the reason

The first step is to try to analyze your own motives: is your desire to sell your business due to “momentary weakness” and fatigue, or did it arise for completely objective reasons? In the first case, it is better to pause, rest, and only then make a decision to sell the business. In the second, of course, the business must be prepared for sale.

Experts identify a number of compelling reasons for selling a business, dividing them into groups:

Economic reasons:

For a long time, a business gives less return than you can get without risking or straining - for example, by depositing the same funds in the bank;
- there is a chronic lack of working capital, as a result the company does not operate at full capacity and is gradually eating itself up;

Organizational reasons:

It is not possible to select a good team, install a decent management system, payment system, stimulating results, etc.;
- it is not possible to find and close loopholes for significant leakage of funds, information, clientele, etc.

Production and commercial reasons:

It is not possible to effectively promote the product, withstand competition, update equipment and product range;
- the sales system is vulnerable and weak;
- the company is on the decline, losing ground and is close to losing its market share;
- significant structural changes have occurred among consumers.

Psychological reasons:

The owner of the business switches to a new business, is busy with other problems that distract him from the business;
- in the owner’s character there is a dislike for routine, for the pedantic monotony of maintaining the functionality of the business.

2. Identify prospects

Consider whether your business is of value to anyone other than you and whether it has future prospects. Analyze whether it makes sense to spend time and resources on selling the company - maybe it’s easier to liquidate it?

Assess the market value of your tangible assets - it may be much more profitable to sell the assets in parts than the entire business at once. Look at the value of similar assets on stock exchanges or stores; if possible and relatively inexpensive, hire a professional appraiser.

Please note: the value of your business may also be non-financial.

3. Decide on a time

Think: is it time to sell your business right now? Is this a good time to sell? How will the business price change tomorrow? What steps can be taken to increase the value of the company? How easily and quickly can you obtain the necessary documents, certificates (for example, an audit report, an expert assessment, etc.) indicating the position and reputation of the company being sold?

Think about what additional measures you can implement that increase the value of your business? For example, reorganization, retraining of personnel, increasing productivity, concluding new long-term contracts, etc. Another interesting advice from experts: update the design of the company’s premises so that they make a pleasant impression on potential buyers.

Please note: the business being sold must have a fairly long history, fame in the market and regular customers. When an enterprise reaches self-sufficiency (in most cases, this is a period of 0.5 to 2 years) is not yet a reason to sell. It is necessary for the company to exist for at least 3-4 years. It is during this period that the business goes through the initial stage and reaches sustainable growth. The only exceptions can be companies operating in those market segments where there is an acute supply shortage. Often they are successfully sold within 4-6 months after creation.

4. Gather the necessary documents

Start collecting the necessary documents. If the size and capabilities of your business allow it, take care of an audit report. The level of such securities and independent assessments by licensed auditors and appraisers can greatly facilitate the buyer’s purchase decision. In addition, the sales time will be significantly reduced - after all, there may be several potential buyers, and each of them will be spared the need to carry out the inspection themselves.

Review all contracts that have value in the sale. If, for example, the rental period for premises expires, try to extend the contract. If you are selling real estate, evaluate it and get fresh certificates. Prepare copies of balance sheets with all attachments. It is very useful to stock up on certificates and recommendations from the bank about the absence of debt, as well as account turnover.

There are many methods for valuing a business. They were described in the article about purchasing a ready-made business on our website.

Please note: depending on the size of the business, the cost of services of professionals with weight, reputation, experience and appropriate licenses can cost from 3 to 13% of the cost of the business. Such expenses when selling a small business are unreasonable. However, this significantly saves effort and money when selling companies worth $100,000 or more.

Important: the business price indicated in the final report is the opinion of an independent appraiser, but nothing more. The buyer has every right to disagree with this opinion and offer his own price during the negotiations. In the West, as a rule, the estimated value of a company differs slightly from the price of the transaction. In Russian reality, this discrepancy is often more than 30%.

6. Determine the circle of buyers and start searching for them

Think: who are your potential customers? The owner can independently outline the circle of potential buyers who may be interested in purchasing the business and begin to contact them. Experts recommend finding at least several possible buyers. After all, a situation very often occurs when the owner of a business begins to think about selling it only when someone approaches him with an offer to buy. A mutually disadvantageous situation arises: one buyer - one seller. It is very difficult to get the maximum price here; the issue of increasing the value of the business can be considered if there are at least two buyers. According to experts, in this case the business can be sold on average 10-15% more expensive.

Please note: the number of buyers who may be interested in companies valued between $1 million and $10 million is quite limited. The main activity of buyers today is observed in two price segments. The first is 300-900 thousand dollars, where private investors are active. The second is more than $10 million, when large financial and industrial groups come into play.

7. Select the most interesting offers and start negotiations

The rules for conducting such negotiations are also described in the article on purchasing an existing business on our website. With the only exception that they must be carried out in the interests of the seller. As a result, you will choose the most interesting offer in terms of price.

8. Take a deposit

A buyer who is seriously interested in buying your business will be willing to make a deposit. After which, it will begin a full-scale verification of all submitted documents and your business. Provide him with full cooperation - any resistance in providing information or access to the site will alert and repel the buyer. And you will have to look for a buyer again!

Please note: the verification process may take several months.

9. Sell your business!