By leveraging professional advice, maintaining transparency, and being patient and thorough, you can enhance your chances
of a successful transaction.
Debunking Myths in the Business Buying and Selling Process
With 30 years of experience and having overseen thousands of business transactions, I’ve encountered numerous myths about the business buying and selling process. Here are some of the most common misconceptions and the realities behind them.
Absentee Businesses Absentee businesses are extremely rare. While possible, it requires a robust management team you can trust implicitly. The risk of financial loss is high if attempted on a business that was owner operated in the past.
No Money Down Most sellers expect a down payment, and financial institutions typically require it to secure a loan. Creative financing strategies, such as seller financing or earn-outs, can reduce the upfront cost, but some initial investment is almost always necessary.
The Gifted Business The notion that a retiring owner will simply give you their business is a myth. While some owners might offer favorable terms to a trusted successor, they still expect compensation for the value they’ve built.
Playing Hardball Gets the Best Deals Aggressive tactics often alienate sellers or buyers, leading to a breakdown in negotiations. A collaborative approach, where both parties feel they are getting a fair deal, results in better outcomes.
DIY Legal and Financial Transacting without an attorney or CPA is dangerous. Professionals help ensure that the transaction is legally sound and financially viable. They can identify potential pitfalls and protect your interests.
Unrealistic Price Expectations Expecting to sell or buy your small business for an unrealistic price always leads to a dead end. Valuation ranges are well published and anything outside the norm is often easily identified.
Direct Transactions Save Money Buying directly might save on broker fees, but it also comes with risks. Brokers add value by providing market insights, negotiation expertise, and due diligence support. Without their guidance, you might miss critical details or overpay.
Confidentiality is Not Important Informing employees, vendors, and landlords about your plans to sell or buy a business can have significant, negative implications. It can create uncertainty and anxiety, potentially leading to staff turnover, strained vendor relationships, and landlord concerns. Wait until the deal is finalized.
Every Business Can Have Recurring Revenues Turning a business into a recurring revenue model is challenging, and forcing a change can alienate customers and disrupt operations. A thorough analysis is needed to determine if this model suits your business.
Finding the Perfect Business It’s unlikely you’ll find a business that meets all your (or your advisor’s) criteria. Be prepared to encounter some issues with any business you buy; no business is perfect.
Replacing a Partner Finding or replacing a partner to buy shares of your business is virtually impossible. There is hope that this may change in the future with the passage of 2023’s Brokerage Simplification Act.
Finding a Deal is Easy Simply announcing your intention to buy a business won’t necessarily attract opportunities. Building relationships, constant searching, and demonstrating your seriousness is essential to success.
Sourcing Funds from Others Getting promised money from family, friends, or private equity is often met with an eventual decline by well-intentioned parties.
Valuation Accuracy Valuation is an art. A comprehensive approach, including multiple opinions and market analysis, provides a more accurate picture. But remember that every business and situation is different.
In summary, navigating the business buying and selling process requires dispelling common myths and embracing a realistic, informed approach. By leveraging professional advice, maintaining transparency, and being patient and thorough, you can enhance your chances of a successful transaction.
Andy Cagnetta
Andy Cagnetta owns and operates Transworld Business Advisors. He joined the company as a sales associate and later purchased it. Transworld is an international franchise business and franchise brokerage, with thousands of businesses for sale and over 200 franchisees in the United States and Internationally.
TRANSWORLD BUSINESS ADVISORS
Tax Planning for Business Brokers: Key Considerations
Business brokers play a pivotal role in the buying and selling of businesses, acting as intermediaries between buyers and sellers. Given the complexities of business transactions, tax planning becomes a critical aspect of their work, ensuring that both the broker and their clients can minimize tax liabilities and maximize after-tax gains. Here’s a comprehensive guide on tax planning for business brokers.
1. Understanding the Broker’s Income
Business brokers typically earn their income through commissions, which are a percentage of the sale price of the businesses they facilitate. This income is considered ordinary income and is subject to federal and state income tax, as well as self-employment taxes.
Key Tax Considerations for Broker’s Income:
- Ordinary Income Tax: Business brokers must pay federal income tax on their earnings, and the applicable tax rate depends on their overall income and tax bracket.
- Self-Employment Tax: Brokers working as independent contractors must pay self-employment tax (Social Security and Medicare), which is approximately 15.3%.
- State Taxes: Depending on the state, additional income tax obligations may apply, ranging from 0% in states like Florida to over 10% in states like California.
Tax Planning Tip:
Brokers should work with tax professionals to estimate quarterly tax payments to avoid underpayment penalties. Using a retirement plan like a SEP IRA or Solo 401(k) can help brokers lower taxable income and save for the future.
2. Structuring Broker Commissions
Business brokers often have flexibility in structuring their compensation, and tax planning can help them decide whether to operate as a sole proprietor, LLC, S-Corporation, or C-Corporation. Each structure has unique tax implications.
- Sole Proprietorship/LLC: Earnings are subject to ordinary income tax and self-employment taxes.
- S-Corporation: Business brokers may opt to pay themselves a reasonable salary (subject to payroll taxes) and receive the remainder as dividends, which may not be subject to self-employment tax.
- C-Corporation: A more complex structure, where profits are taxed at the corporate level and again at the individual level when distributed as dividends (double taxation).
Tax Planning Tip:
By electing to be taxed as an S-Corp, a broker can save on self-employment taxes. However, this requires maintaining reasonable salary standards, and paying payroll taxes on that salary.
3. Handling Capital Gains for Clients
For business brokers, the tax implications for their clients are often a central focus of the transaction. The primary concern here is whether the proceeds from the sale of a business are taxed as ordinary income or capital gains.
- Short-Term Capital Gains: For assets held for less than a year, gains are taxed at ordinary income rates.
- Long-Term Capital Gains: For assets held over a year, gains are taxed at favorable long-term capital gains rates, ranging from 0% to 20%, depending on the seller’s income.
Tax Planning Tip:
To minimize tax exposure for clients, brokers should encourage them to hold assets for at least one year before the sale. Additionally, advising clients to allocate a larger portion of the sale to long-term capital assets like goodwill or intellectual property can result in tax savings.
4. Installment Sales for Tax Deferral
In some cases, business brokers may recommend that their clients structure the sale as an installment sale. This allows sellers to receive payments over time, spreading out their tax liability over several years, rather than paying a large amount in taxes in the year of the sale.
Tax Planning Tip:
Installment sales can defer capital gains taxes, but brokers need to carefully structure these sales to avoid issues like recapture of depreciation, which can result in higher tax liabilities for the seller.
5. Deductions and Expenses for Brokers
Business brokers often incur significant expenses in the process of facilitating sales. Understanding which expenses are deductible can reduce taxable income and lower overall tax liability.
Deductible Expenses:
- Marketing Costs: Advertising, promotional materials, and online marketing.
- Travel and Meals: Travel costs for meeting with clients and meals during business discussions.
- Office Expenses: Rent, utilities, and supplies for running a brokerage firm.
- Professional Services: Fees for legal, accounting, and consulting services.
Tax Planning Tip:
Brokers should maintain detailed records of all business expenses to maximize deductions. It’s also wise to consult with a tax professional to ensure all allowable deductions are claimed.
6. Retirement Planning and Tax Deferral
Business brokers can take advantage of various retirement accounts to reduce taxable income while saving for retirement. Contributions to these accounts are typically tax-deferred, meaning that the income is not taxed until it is withdrawn in retirement.
Options for Brokers:
- SEP IRA: Simple and flexible, allowing contributions up to 25% of income or $66,000 (for 2024).
- Solo 401(k): Similar to a SEP IRA but allows both employer and employee contributions, which can result in higher contribution limits.
- Defined Benefit Plans: More complex but allow for higher contributions, especially for high-income earners.
Tax Planning Tip:
By contributing to retirement accounts, business brokers can significantly reduce their taxable income, potentially lowering them into a lower tax bracket while saving for their future.
7. State-Specific Tax Considerations
Tax laws vary significantly from state to state, and business brokers working in multiple states or facilitating transactions across state lines need to be aware of these differences. Some states have no income tax, while others impose high taxes on both income and capital gains.
Tax Planning Tip:
Brokers should familiarize themselves with the tax laws in each state where they operate or consult with a tax advisor who specializes in multistate operations.
8. Working with a Tax Advisor
Given the complexity of tax planning for business brokers, it’s highly advisable to work with a tax advisor or CPA who specializes in small business and self-employed tax strategies. A tax advisor can help brokers navigate tax deductions, retirement planning, and tax-efficient structuring of commissions and transactions.
Final Tip:
By implementing proactive tax strategies throughout the year, brokers can reduce their tax liabilities and keep more of their hard-earned commissions.
Conclusion
Tax planning is an essential aspect of the business brokerage industry, impacting both the broker and their clients. By understanding tax obligations and leveraging strategies like S-Corporation structures, retirement accounts, and installment sales, business brokers can minimize taxes and enhance their overall profitability. Collaborating with tax professionals ensures compliance with tax laws and helps maximize after-tax income for brokers and their clients alike.
Mark Habib
Chair’s Letter
Happy New Year! 2025 here, and with it comes change – change in how we do business, in the technology we use, and in the strategies that drive success. As Business Brokers, we must stay ahead of these shifts, adapt, and continue to grow.
One of the best ways to prepare is through education. BBF offers a wealth of learning opportunities, from webinars to in-person educational luncheons. Take advantage of these resources and engage with your fellow brokers, there’s no way to sharpen your skills and navigate the evolving business landscape.
Mark your calendars for the IBBA Conference on May 16-18 in Orlando. This event is a fantastic opportunity to expand your knowledge, network with industry leaders, and gain insights that will help you thrive in the coming year. Room reservations are now open and Conference passes will be available later in February.
Let’s embrace 2025 with an open mind and a commitment to learning. Together, we’ll navigate change and make this our most successful year yet.
Here’s to a great year ahead!
Paul McNally
Chairman, Business Brokers of Florida®
Help! My Seller Won’t Listen!
In the business brokerage world, a successful sale depends on far more than just finding the right buyer. A key factor is working with sellers who are flexible and willing to trust their broker’s guidance. Selling a business is often a complex, emotional process, and it’s not uncommon for sellers to have difficulty compromising. As brokers, it’s our responsibility to help sellers stay focused on their end goal and encourage flexibility when necessary.
Flexibility and Compromise are Essential
A rigid seller—whether in terms of price, deal structure, or timeline—can drive away potential buyers and derail promising deals. Flexibility is key to navigating the complexities of the sale process, and sellers who are open to compromise significantly improve their chances of closing a deal. This doesn’t mean a seller must give in on every point, but it does mean being willing to make adjustments to keep the process moving forward.
However, getting sellers to listen to this advice can be challenging. Many successful business owners not only have strong emotional ties to their companies but also often have expectations that don’t align with market realities and are used to getting their way. That’s where the broker’s role as a trusted advisor comes into play. It’s crucial to help sellers understand that compromise is not a sign of weakness—it’s a strategic move that brings them closer to their goal.
Building Trust to Encourage Flexibility
For a seller to be receptive to advice, brokers must first build trust. Here are a few strategies to help brokers foster that trust and get sellers to listen:
1. Set Clear Expectations Early: From the very first conversation, set the stage by explaining the realities of the market and the potential challenges that could arise. Being upfront about the importance of flexibility helps frame the sale process realistically. This early education can pave the way for easier conversations when compromises become necessary.
2. Communicate Often and Transparently: Sellers need to feel that their broker is always in their corner. Regular updates and transparent communication about buyer feedback, market conditions, and any potential hurdles reinforce the seller’s confidence in your guidance. If sellers feel informed and supported, they are more likely to heed your advice when tough decisions arise.
3. Demonstrate Your Experience: Share stories or case studies from your experience to highlight the benefits of flexibility. Sellers often take advice more seriously when they see tangible examples of how listening to their broker can lead to successful outcomes. While avoiding direct examples in every conversation, drawing from past experiences can make the advice feel more grounded in reality.
4. Be Open-Minded and Focus on Solutions: As brokers, it’s essential to approach challenges with an open mind and focus on finding solutions rather than dwelling on problems. Sellers rely on us to guide them through the complexities of a sale, and being solution-oriented sets the tone for productive discussions. Presenting creative alternatives and practical resolutions will keep the deal moving forward, even when challenges arise.
5. Frame Compromise as a Win: Help sellers see compromise not as a loss, but as a strategic step toward reaching their ultimate goal—selling their business. Reframing the idea of “giving in” as “moving forward” helps sellers focus on the bigger picture. Sometimes it’s about finding a middle ground that works for everyone and making that clear can help them let go of rigid positions.
Final Thoughts
Helping sellers stay flexible and open to compromise is one of the most important parts of a business broker’s job. While it can be a challenge to get sellers to listen to advice, using clear communication, trust-building strategies, and framing flexibility as a strategic advantage can make all the difference. A successful sale isn’t just about finding the right buyer; it’s also about guiding sellers through the ups and downs of the process, encouraging them to adapt, and keeping their eyes on the ultimate prize: closing the deal.
Ryan Cave
Sunbelt Business Brokers of South Florida
Business Interruption Insurance
There are two primary causes of a business stoppage or slow down:
- Damage due to wind or flood or both, fire or explosion or supply chain failures.
- Cybersecurity attacks that cause financial loss, damage to the firm’s reputation, and possibly legal and regulatory consequences.
Business interruption insurance deals with lost profits and “excess expenses” incurred during the period of restoration.
After a weather disruption, a common cause of lost profits is a supply chain problem, i.e. a vendor cannot provide critically needed parts or services.
It is estimated that about 35%-40% of businesses have a Business Owner Policy. Conversely, up to 65% do not have this coverage.
About 25% of businesses fail to reopen after a disaster strikes, according to the Federal Emergency Management Agency (FEMA).
I am a Certified Valuation Analyst and an IRS qualified appraiser of businesses. I have been trained and tested on how to determine the financial cost to recover from a business interruption.
A Business Owner’s Insurance policy may include general liability, commercial property/business property coverage and business interruption insurance.
Business interruption insurance covers the loss of net income due to the closure of the business or a slow down during the period of restoration. These policies may cover rent or lease payments, relocation costs, employee wages, taxes, and loan payments. These are “extra expenses” that otherwise would be incurred. The policy may cover the purchase of new equipment if repairs are lengthy and the math indicates that replacement is less expensive than repairs.
Net income is Owner’s Discretionary Earnings. This is not the same as corporate, taxable income.
Business interruption does not typically cover damages or losses from flooding, earthquakes, and mudslides, although business owners can purchase additional coverage for these specific perils. Exclusions from coverage include losses unrelated to property damage, such as lost revenues due to viral outbreaks or pandemics.
Some policies include “civil authority” provisions, which provide coverage if a government entity prohibits access to the business, forcing a temporary closure.
It is common for a policy to include a 72-hour (three day) waiting period before coverage begins.
Parties to a claim resolution may include the business owner, a Certified Valuation Analyst, a public adjustor and the insurance company and its claim processing team.
Some claims are disputed by the insurance company, which may lead to litigation.
If you have Business Owners Insurance and are experiencing a business stoppage or slow-down that will last more than three days, it is a good idea to contact your insurance agent and discuss a possible claim.
Disclaimers: I have no affiliation with any insurance company. I do not sell insurance in any form. I am not an attorney. Nothing in this material is legal advice. I have been an agent member of Business Brokers of Florida since 2003. I do not engage in the business brokerage or mergers and acquisitions businesses. My sole business is business valuation.
