<?xml version="1.0" encoding="UTF-8"?>				<article id="28780473"><artname>Selling Your Business</artname><image file="883018_ec.jpg" align="left" alt="Photo of a Businesswoman Closing a Sale" /><p>You've started or taken over your family <glossary def="1. An entity that engages in commercial activities in some particular sector, such as industry, retail, or professional services. 2. The commercial activity in which a business engages." primary="Business">business</glossary>, operated it successfully, and now it is time to move on. You now have to dispose of your business in a way that meets your lifestyle goals. In this article, we <nodef>will</nodef> explore key financial planning concepts for "selling" your business.</p><p>Some of you may be reading this article too late. If you are about to sell your business and this is the first time that you're thinking about it, you've missed important planning opportunities, and your <nodef>options</nodef> may have been limited. The best time to think about selling your privately held business is when you first start it. You should have developed an exit strategy when you wrote your business plan. An exit strategy outlines your business goals and helps plan for the best ways to dispose of a business in line with your lifestyle financial planning goals.</p><p>There are different <nodef>options</nodef> available in "selling" your business, depending upon your business's <glossary def="Revenue left after all expenses--labor, materials, overhead, etc.--are paid. Profit is one of the principal motivations behind investing and business." primary="Profit">profitability</glossary> and your own business and personal goals. You also need to weigh the <glossary def="A payment to federal, state, and/or local governments based on the sales price of a product, on worker income, or on other property and activities." primary="Tax">tax</glossary> consequences of selling your business. A business has several values. When the business was started, it had a <glossary def="The period of a new company's life between product or service readiness and the beginning of sales." primary="Start-Up">start-up</glossary> value (<glossary def="The total cost of ownership in an asset, used to determine capital gains. Also, the difference between the cash price of an asset and its futures price." primary="Basis">basis</glossary>). Now that it's going to be sold, it has a sale (or <glossary def="A place where buyers and sellers make transactions. Sometimes the term also refers to the specific demand for an investment, such as in the stock market or the commodity market." primary="Market">market</glossary>) value. You (or the current owners) may be liable for <glossary def="A tax on the profits one makes after selling an asset at a profit." primary="Capital Gains Tax">capital gains taxes</glossary> on the difference between the sale value and the original value (basis).</p><p>Computing the values of basis and the current value of your business are complex calculations and should be done by a business valuation professional to avoid tax problems in the <nodef>future</nodef>. Simply <nodef>put</nodef>, basis in your business is all the <glossary def="The medium of exchange used in trade or commerce." primary="Money">money</glossary> that you invested into the business since you acquired it. The <glossary def="The current sale price of a security or other asset. " primary="Market Value">market value</glossary> of your business is the amount of money a buyer is willing to pay for it (regardless of what you think it is worth). You <nodef>will</nodef> have capital gains tax consequences for the difference between the two values. If the business is going to be transferred as part of an owner's <glossary def="A voluntary transfer of property without expectation of return." primary="Gift">gift</glossary> or <glossary def="1. A right, title, or interest in a piece of real or personal property. 2. In business law, the estate is the total of all assets owned by an individual at the time of death." primary="Estate">estate</glossary>, there may also be gift and <glossary def="A tax imposed on assets willed to heirs. The federal government and many states impose estate taxes. The estate tax differs from the inheritance tax in that it is imposed on the estate rather than on the heirs. Federal estate taxes must be paid by the executor of a will out of the assets of the estate. Transfers of property between spouses are not normally subject to this tax." primary="Estate Tax">estate tax</glossary> consequences. With careful planning, you can mitigate the tax consequences.</p><p>Do you really want to sell your business and take the money and <nodef>run</nodef>, or are you looking to raise money to improve or grow the business? Your answer is critical.</p><callout align="right">If you would like to raise money for your business, you can sell off part of your business to investors.</callout><p>If you would like to raise money for your business, you can sell off part of your business to investors. You can do this if your business is a <glossary def="A type of business organization that exists separately from its owners. A corporation has a charter giving it legal rights and responsibilities that protect its owners by limiting their potential obligation and losses. Corporations raise capital and distribute ownership by selling shares of stock." primary="Corporation">corporation</glossary> or <glossary def="A joint, contractual enterprise between two or more people to complete a project in a limited time. Partnerships last the length of the project. The partners can share in the profits and losses to varying degrees." primary="Partnership">partnership</glossary>. If, however, your business is a sole proprietorship, you <nodef>will</nodef> need to change your business structure. Investors can be active participants (such as managing partners) in your business or in a merger with another business, or they may be "silent" or passive investors with no managerial control. Taking investors as active or passive "partners" has zero tax consequences as long as you do not have a <glossary def="The profit from the sale of an investment asset. The opposite of a capital gain is a capital loss." primary="Capital Gain">capital gain</glossary> or <nodef>loss</nodef> on the transaction. Money invested increases the basis of the business by the amount invested (sale price?). If your business is large enough with substantial <glossary def="Referring to income left after taxes have been withheld. " primary="After-Tax">after-tax</glossary> profits, you might consider "going public" and selling <glossary def="1. One unit of ownership in a corporation or mutual fund. 2. A given amount of money one deposits with a credit union to become a member. A share entitles the customer to certain ownership rights (such as the right to vote for members of the board of directors), has a stated value, and pays dividends." primary="Share">shares</glossary> of <glossary def="Portion of a company's capital owned by a party and represented by the number of shares possessed. Stock represents equity in a company. There are many types of stock--for example, blue-chip, common, preferred, and growth." primary="Stock">stock</glossary> to the public in a <glossary def="The public demand for public stocks. Originally, it was a physical location where traders assembled to buy and sell, but now it is thought of as the aggregate demand for the stocks. To play the stock market is to buy and sell through stock exchanges." primary="Stock Market">stock market</glossary>.</p><p>When you sell your business outright, you must find a buyer willing to pay a price you are willing to accept. You become liable for capital gains taxes upon completion of the transaction. You can mitigate the taxes with careful planning.</p><p>The installment sale method is a popular way to mitigate the full tax effect&#8212;by spreading the sale over several tax years. The buyer makes an initial down payment and pays the <glossary def="1. The amount of money in an account. 2. To match revenues and expenses in a budget so that their sum is zero. 3. To compare personal check records with the checking account statement one's financial institution sends periodically, to make sure the amounts match, or balance. Also known as reconciling the checking account." primary="Balance">balance</glossary> plus <glossary def="A charge for using another's money. Interest is usually stated as a percentage of the amount borrowed and can be charged in a variety of ways, such as accrual, compounding, or simple interest." primary="Interest">interest</glossary> over several years. The seller pays capital gains tax on the prorated gain on the down payment and <glossary def="1. The amount borrowed, or the part of the amount borrowed that remains unpaid (not including future interest). 2. The part of a monthly payment that reduces the outstanding balance of a mortgage or other loan. 3. The original investment amount of a security. 4. In banking terms, principal is the original deposit or loan on which interest is earned or paid." primary="Principal">principal</glossary> portion of each installment, and pays regular <glossary def="A tax on the money one makes from labor and/or investments. Income taxes collected by the state and federal governments pay for public programs, defense, and entitlement programs." primary="Income Tax">income tax</glossary> on the interest portion of each payment.</p><p>If a business is being transferred as part of a decedent's estate, the capital gains tax becomes a moot <nodef>point</nodef>. However, there may be an even more onerous estate tax with which to contend. In this case, a lower business valuation <nodef>will</nodef> reduce estate taxes. It is very important to have the business valued by a business valuation professional. Many factors are used to value a closely held family business, including <glossary def="A reduction in price, usually offered to sell off leftover quantities or to boost sales of a product that is losing popularity or that has been devalued (such as a bond) in the marketplace." primary="Discount">discounts</glossary> to <glossary def="The price to which a willing buyer and seller would agree for a piece of property or asset. In estate planning, it is the value of property named in the gross estate; this value is used to compute federal estate taxes." primary="Fair Market Value">fair market value</glossary> due to lack of control by minority shareholders and lack of <glossary def="The ability of the market to absorb the selling of a security. In finance, liquidity is the ease with which an asset can be converted to cash without losing its value." primary="Liquidity">liquidity</glossary> of the business. Once a business is transferred through an estate, the <glossary def="One who inherits or receives part of a health savings account, an estate, life insurance/annuity proceeds, education savings account, or retirement account; or one for whom a trust is created." primary="Beneficiary">beneficiaries</glossary> are free to continue the business or sell it in the <glossary def="1. Open for anyone in the public to purchase or bid on. 2. A market of this nature." primary="Open Market">open market</glossary> for whatever price they can get&#8212;and pay capital gains tax on amounts received over the basis that was derived from the estate valuation.</p><p>All business ownership is transferred in time. How you transfer your business <nodef>will</nodef> have an effect on the <nodef>benefits</nodef> you receive and the taxes paid on the transfer. It is better to develop a business exit strategy well before the time you actually transfer your business so you have control over how the transfer progresses and so you are able to achieve your goals.</p></article>	