When you’re starting a business, it’s easy to get bogged down in the priorities of winning business, product development, marketing, admin and so on. Your ultimate exit from the business can seem like an eternity away, hardly worthy of your precious time. However, the day will come when you finally leave the business and the value you extract from it can be maximised by decisions you make early on.
The most common exit for a small business owner is via a trade sale, where the whole company or just its assets are sold to a third party (often another company in the same sector). Having been involved in selling two businesses I started, I've learned the hard way that value is not just decided by turnover and profit. Here are some key factors to consider at an early stage.
It’s important to retain the copyright for your designs; to register trademarks and product patents where possible; and make sure you own the source code for your software. It may sound obvious, but many outsource contracts allow the contractor to retain intellectual property (IP) for their work and it’s crucial to stipulate that all IP reverts to you.
In a service business, it’s tempting to outsource as much of your service as possible to third party providers. This often makes sense during normal business operations because it keeps costs more predictable. However, going towards a sale, if your offering relies upon another company for delivery, it will be perceived as an extra risk by a buyer.
This is something that makes sense for the general well being of your business – with or without a sale in mind. Recurring income streams are extremely valuable. If your business model allows, invoice your clients on a regular monthly, quarterly or annual plan, ideally using a passive billing method such as credit card or direct debit. That way, the buyer of your business knows that they will walk into a cash-generating machine from day one.
Monthly or quarterly billing cycles are best. Annual billing cycles are great for cashflow, but be prepared for your buyer to query the unused portion of any pre-payment as a liability. Get advice from a good accountant on how to counter this.
To fund business development, you might need investors. Avoid building up a large number of small shareholders, because the chances are that one of them will at some point become a problem. Ideally you want to keep 100 per cent of the business for yourself.
If you need to give away equity, only do so when all other options have been exhausted. Pay for a lawyer to create a watertight shareholders’ agreement that ensures you maintain overall control of the company, and can drag along all other shareholders should you wish to sell.
So it may sound counter intuitive to think about the end at the beginning, but it will help shape your long-term plans and ensure you develop an asset worth selling.
Jonathan Rodger is managing director of email marketing service Message Horizon.