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Getting out of your business may not be important to you at this point. But planning your exit strategy is often key to achieving your financial goals.

Before you terminate your lease, sell a key piece of equipment, or disconnect your utilities, make sure you review this liquidation sale checklist.

If you have decided to get out of business and are not able to pass your business on, merge, or sell it as a going concern, liquidating the assets could be the most appropriate exit strategy. However, before you terminate your lease, sell a key piece of equipment, or disconnect your utilities, make sure you have a well thought-out plan.

Step 1. Talk to your lawyer and accountant.

The information on this site is intended to provide you with a general overview of the liquidation process. It is not a substitute for case specific advice that only your lawyer and accountant can provide.

Also remember that you will need the cooperation of your creditors. Once you have developed a plan, present it to them; get their permission before you act. As long as you are candid and have a well thought-out plan, they will most likely go along with it.

Step 2. Scrutinize your assets: inventory, assess, and prepare each item for sale.

Begin by preparing a current inventory of your business assets. Try to include photographs, serial numbers, and a brief description of the condition of each item. Your inventory will save you considerable time and expense as you move through the sale process and will be invaluable if you are later asked to explain the sale to your creditors or the Internal Revenue Service.

Next, start preparing your assets for sale. Don’t risk diminishing the appeal of your marketable items by keeping outdated or worn-out equipment, furniture, or inventory. Their primary value is in the form of a tax deduction, so why not donate them to an appropriate charity?

If necessary, wash, paint, or repair the items you intend to sell. Make sure your business premises are neat and clean if the sale will be held there.

Be able to demonstrate your equipment. Have the warranties and repair records available for inspection.

Don’t scare buyers away. If hazardous waste products, such as used chemicals and batteries, are stored on your business premises, contact your local Department of Ecology for a list of companies that purchase these items. If they can’t be sold, dispose of them properly.

If you have items that are leased with an option to purchase, don’t just turn them back in. Find out how much is owed. You might be able to pay off an item, such as a forklift, for a few hundred dollars and sell it for a few thousand.

If you have attractive items on consignment or with high residual lease balances, you might want to ask the owners to include their items in your sale. It will save them the hassle and expense of moving them, you will have someone to share the costs of the sale with, and their big-ticket items will help you attract more buyers.

If your business premises are leased and you have trade fixtures or other items attached to the real estate, make sure they are worth more than the cost of repairing the damage done by removing them. Inquire about your landlord’s plans for the premises. The new tenant or your landlord may be interested in buying your items or including the items in your sale.

Finally, don’t overlook your intangible assets. For example, is your lease assignable? Are the business licenses, permits, patents, or trademarks that you hold in demand? Can they be transferred? Is there a market for your customer list, contract rights, or accounts? You may wish to check with your attorney or accountant.

Step 3. Secure your merchandise.

If your customers or employees will be disgruntled when they learn that your business is closing, consider collecting the keys, changing the locks, or hiring a security guard. You won’t be able to recover any of your investment if the items you’ve invested in are no longer around.

Step 4. Establish the liquidation value of your assets.

Liquidation value refers to the amount you can expect to recover in a forced sale situation. Generally, this amount is at least 20% less than retail value. To establish the liquidation value of your assets, work with a qualified appraiser. Obtain a written liquidation value appraisal before you entertain any offers.

Study it before you make any significant decisions concerning your sale.

Step 5. Make certain that a sale is worthwhile.

Once you have your liquidation value appraisal, estimate your net sale proceeds. Remember to deduct all of the costs of the sale. These include items such as commissions, advertising expenses, moving and storage costs, labor expenses, credit card discounts, rent, and utilities. Also deduct amounts that are secured by liens on your assets such as rent, delinquent personal property taxes ,and loans owed to secured creditors.

If a liquidation sale doesn’t look worthwhile after you’ve done your calculations, talk to your attorney. There may be more appropriate exit strategies for you to pursue.

Step 6. Choose the best type of sale for your merchandise.

If a liquidation sale looks worthwhile, the next step is to decide what type of sale to hold. One, or a combination of several, of the following types of sales may be appropriate.

Negotiated sales in a distress situation are desirable but uncommon. Logical buyers include your competitors, customers, suppliers ,and landlord. For example, if you own a restaurant, your landlord may be interested in purchasing your equipment so that the premises can be rented to a new operator at a higher rate.

Consignment sales are appropriate when time is not of the essence, your assets are easily movable, and there is a local dealer specializing in the type of items you want to sell. If you choose a consignment sale, you will need to turn your assets over to the dealer, who will sell them and pay you an agreed-upon amount following the sale.

Internet sales are rapidly growing in popularity and importance. Before deciding whether to sell online, familiarize yourself with the rules and your legal obligations as a seller by reading the FTC's Internet Auction Guide. You may also want to consult a traditional auction company, since many are now able to accommodate simultaneous in-person and online bidding.

Sealed bid sales are appropriate when confidentiality is important. All the bids are submitted in sealed envelopes that are opened at the same predetermined time and place.

Retail sales, also known as Going-Out-of-Business Sales, are appropriate for consumer items like small appliances, gifts, and gadgets. They are also a good way to sell shoes and clothing, since people don’t like to buy these items unless they can try them on first.

A retail sale followed by an auction works particularly well for some businesses. For example, if you are trying to close a grocery store, you can start with a retail sale to dispose of the food, and follow it up with an auction to dispose of the shelving, freezers, cash registers, shopping carts, and other miscellaneous items.

To protect consumers from unscrupulous retailers who falsely claim to be going out of business week after week and year after year, many states now regulate Going-Out-of-Business Sales. If you want to conduct such a sale, be sure to research the law in your area.

Public auctions are appropriate for most business assets. Typically, your property is sold item by item to the highest bidder. You may, however, also be able to take advantage of the aggregate bid process, which can result in a considerably higher sales price. This works particularly well if your landlord is willing to prequalify the bidders as tenants. For example, suppose you want to sell a laundromat. Each washer and dryer can be auctioned separately, the individual bid prices totaled, and the bidding reopened on all of the items for an amount that is higher than the aggregate amount of the individual bid prices.

The aggregate bidding process also works on a smaller scale. For example, a bulldozer can be auctioned separately from its ripper. The bids can then be totaled and the machine and its attachment offered as a package subject to a minimum bid higher than the aggregate amount of the individual bid prices.

Step 7. Select the best time for your sale.

Begin with the season, then select the best day and time to hold your sale.The season should be appropriate for the type of merchandise you want to sell. Snow-blowing equipment, for example, will sell better in December than it will in July!

The day of the week and time should be convenient for the customers you’re hoping to attract. For example, few contractors will leave a job site in the middle of the day during their workweek to attend a liquidation sale, but if you schedule it for a Saturday morning, they’ll be there. Similarly, hair salons and restaurants are typically open on Saturdays, but closed on Mondays. Make it easy for the owners of these businesses to attend your sale; schedule it for a Monday.

Of course, you also need to take your marketing plans into account. Find out when the trade journals you want to advertise in are published and how much lead time they’ll need to include your ad.

Step 8. Arrange to hold your sale at the most appropriate location.

The location of your sale can have a significant impact on your net proceeds. Choose it carefully, based on what you’re trying to sell. While construction equipment, cars, trucks, snowmobiles, and lawnmowers can be moved and sold just about anywhere, other items should be sold in place. Restaurant equipment, for example, can drop as much as 50% in value if moved.

As a general rule, it is best to hold your sale on your business premises. From a marketing perspective, most items look best in the surroundings where they are used. Some, such as you’d find in a machine shop or a sawmill, have special voltage requirements. Your business site is wired to accommodate them; most storage warehouses aren’t. Keep in mind that prospective buyers are unlikely to buy equipment they can’t test unless they get a large discount, and moving and storage costs will reduce your net recovery.

Sometimes, a poor landlord-tenant relationship can prevent a business owner from obtaining permission to hold an on-site sale. If you find yourself in this situation, don’t give up. Your auctioneer or attorney may be able to obtain your landlord’s cooperation.

Finally, in exceptional circumstances, the best place for your sale may be somewhere other than where your assets are located. This is particularly true when they are impractical or impossible to move, such as a cruise ship or a mountaintop resort, and interest in purchasing them extends to other areas of the country. In these cases, you may be able to recover more by selling them in absentia. For example, a fish cannery located on a small island in the Aleutians could be sold in Seattle by utilizing a video presentation. Bids could be taken in person in Seattle, at the cannery, over the telephone, and via the Internet.

Step 9. Hire an expert to conduct your sale.

The right expert can ensure that you get the highest possible dollar return. To choose the right expert, analyze your assets. Then, determine who -- an auctioneer, a dealer, a broker, etc. -- has expertise in each category of assets you want to sell. If you are not sure where to start, ask your banker, lawyer, and business associates for recommendations.

When deciding who to hire, obtain several proposals and consider the following:

Reputation: Who has a good reputation in your area? The last thing you want is to hire someone who is here today and gone tomorrow, possibly with your sale proceeds. A good reputation is also invaluable when it comes to negotiating with your creditors and attracting people to your sale.

Insurance Coverage and Bonding: Ask for proof of insurance coverage and bonding, or check with your state’s licensing authorities.

Sale Facilities: If it is not possible to hold the sale on your original business site, select a professional with the facilities that you will need, such as a fenced yard or a warehouse.

Experience: Select a professional who knows how to prequalify potential buyers and has the staff to handle not only the sale, but the presale preparation, inspection, advertising, record-keeping, removal, and clean-up process as well.

Licenses: Be sure that the person you hire has all the licenses required to sell your property. For example, in order for an auctioneer to sell cars or trucks, most states require them to have a motor vehicle dealer’s license as well as an auctioneer’s license.

Sale Proposal: Read it carefully, paying special attention to the following:

Estimate of Sale Proceeds: Make sure it’s realistic. A high estimate won’t look as attractive when you’re asked to pay the costs of the sale from your own pocket because the proceeds weren’t sufficient to cover them.

Proposed Location of Sale: If the sale can not be held on your business premises, where will it be held and what will you be charged?

Compensation: Compensation is typically based on one of the following methods or a combination of them:

Commission - Usually a percentage of the total gross selling prices. The commission should be set out in a written contract prior to the sale.

Buyers’ Premium - Typically a percentage of the accepted bid, usually 10%, added to the price the buyer pays. Be sure to examine any proposal that includes both a commission and a buyer’s premium.

Guaranteed Minimum - A specific net return guaranteed by an auctioneer, who either keeps the excess proceeds or divides them according to a negotiated written agreement.

Moving & Storage: Are the costs reasonable?

Labor: Liquidation sales can be labor-intensive. Unless you provide the labor, you will probably be charged for sprucing up your assets, organizing and grouping them into lots, setting up for the sale, cashiering, supervising removal of the purchased items, clean-up, and so on.

Advertising: Adequate advertising is key to the success of your sale. Study the advertising plan and budget carefully.

Does it include a direct mailing campaign? If so, what will the brochure look like? Ask to see samples from previous sales. How much will it cost to prepare and print it? What mailing lists will be used? Are they appropriate and how much will they cost? What is the postage budget?

Does it include newspaper advertisements? If so, will they be classified ads or display ads? Will they be placed in newspapers read by the buyers that you want to reach? When will they run and how much will they cost?

Does it include advertisements in trade publications? If so, which ones and when will they appear?

Does it include television or radio advertisements? These can be pricey but effective under the right circumstances. If included, which stations will air them and when?

Contract: If not provided, make certain to request and review a copy of the contract you will be expected to sign. Read it carefully. If you are not comfortable with it, ask your attorney for help.

Step 10. Use a non-recourse bill of sale.

The professionals you’ve hired should take care of the paperwork required to transfer title to your assets. Nevertheless, double-check to make certain that each bill of sale states that the item was sold “As is, Where is.” You are probably looking forward to retirement or starting a new business. Why risk entanglement in long, drawn-out disputes over implied warranties of merchantability or fitness?

Getting out of business successfully requires a well thought-out plan from start to finish. If you have chosen asset liquidation as your exit strategy, increase your chances for success by incorporating these ten steps in your plan:

1. Talk to your lawyer and accountant.
2. Scrutinize your assets: inventory, assess, and prepare each item for sale.
3. Secure your merchandise.
4. Establish the liquidation value of your assets.
5. Make certain that a sale is worthwhile.
6. Choose the best type of sale for your merchandise.
7. Select the best time for your sale.
8. Arrange to hold your sale at the most appropriate location.
9. Hire an expert to conduct your sale.
10. Use a non-recourse bill of sale.

Understanding these steps will not only help you recover as much money as possible, they will also help you achieve the freedom you need to pursue new endeavors.

For sole proprietors, getting out of business can be nearly as easy as quitting a job. For most other small business structures, however, exiting is a multi-step process that can take from weeks to years depending on the size of the organization and the reasons for exiting. In most cases, the end goal is to maximize the value of the company and convert that value to cash.

Getting professionals to guide you through the process is highly recommended. Depending on the size and field of your business, some of the professionals you may want to consult include: lawyers, accountants, business brokers, auctioneers, tax experts, bankers, and the IRS. Seek referrals from satisfied customers and trusted business associates.

Another trusted source of help includes SBA-affiliated business counselors in your area from SCORE and Small Business Development Centers (SBDCs).

If you've ever given any serious thought to exiting your business, now is the time to start. Exiting is a multi-step process that can take from weeks to years depending on the size of the organization and the reasons for exiting.

When it comes to planning, how you exit your business is just as important as how you start it. The goal is to maximize the value of your company before converting it to cash and minimize the amount of time consumed.

Getting out of business is a process. The length of time required to complete the process is directly related to the complexity of the business and the circumstances underlying this decision to get out of business. It can range from one week for a home-based sole proprietorship to several years for a corporation forced into involuntary bankruptcy. Disputes and litigation add another dimension to the timeframe.

The getting out of business process typically includes the following steps. You may want to incorporate them in your post-venture plan:

  • Reach Agreement and Obtain Authorization from Owners to Dissolve Your Business Entity. Agreement and authorization to dissolve a business must be established under some acceptable, governing set of rules, such as the bylaws or partnership agreement. It is best to settle disputes quickly and document any terms and conditions that apply.
  • Designate a Leader & Organize a Team. Authority and roles should be clarified. The owner may be the only team member for a home-based business. For a large entity, however, the team may consist of the executive management team and important functional managers whose expertise is not represented: finance, human resources, legal. This group should be as small as possible for efficiency and large enough to include the expertise required to cover the basic planning issues.
  • Engage Professionals & Consultants as Team Members. For most small businesses, this group consists of the firm’s legal counsel, CPA, and a business broker or valuation expert. Professional expertise and advice in these areas will contribute to a smooth process and improve the outcome. Perform a thorough review of business and identify problem areas. Establish and maintain a problem list to focus on. Determine the condition of the firm’s records. Review transactions. Problems extend the timeframe and cost money.
  • Prepare a List of Assets and Perform a Physical Inventory. The inventory is very important input to several activities. It is used to establish the value of the business, make decisions, and manage disposition of assets, and it becomes the basis for tax calculations and tax returns. Perform a valuation of the business. It is difficult to make prudent decisions without knowing the market value of the business and its assets.
    Prepare a Detailed Plan and Assign Responsibilities.
  • Develop a Schedule for Implementation. A schedule provides the ability to measure progress, estimate completion of critical steps, and project the end of the process. The schedule is also extremely useful for managing cash flow during this uncertain time.
  • Release Announcements & Notices. This step is about timing and legal notice. At some point, interested parties must know what is happening: market, competitors, customers, vendors and suppliers, professional service providers, consultants, trade groups, employees, media, creditors, and contractors. The notice should designate an official point of contact for questions or inquiries.
  • Implement the Plan. This is where momentum and activity builds. Things happen very quickly. Without the planning steps, an important degree of control is lost. When that happens, net value is usually decreased in some substantial way.
  • Conclude or Transfer Contract Obligations. This process may require approval from contracting parties, and involve negotiation of final terms. Office, car, and equipment leases need to be reviewed, addressed, and terminated. The timing of termination dates for insurance contracts and benefit plans are very important to all involved.
  • Close Operations. The timing of this step is important. There is a time when manufacturing or production must cease, retail sales must end, and human resources are pared down. Each affect cash flow and net value dramatically. Security and maintenance services may be an important consideration from this point on.
  • Dispose of and Transfer Assets. This is an important tax event. Insurance coverage can be reduced or eliminated. Settle accounts payable and debt obligations.
  • Prepare Final Financial Statements & Tax Returns. Final financial statements for the business are important to establish the tax implications for assets, gains, and losses conveyed to the owners or other involved parties.
  • File Articles of Dissolution. State licensing departments require a formal filing to terminate the legal and tax status of the business. Examples are articles of dissolution, certificates of withdrawal, and cancellation certificates. This process also results in a review of tax liabilities and issuance of a tax clearance notice or certificate.
  • Prepare and Issue Special Filings, Notices, Informational Returns, and Taxes. To develop a checklist, retrace your steps taken during startup. Generally, some action is required with all federal and stage registration, taxing, and licensing agencies contacted to start the business. Final submittal of payroll, unemployment, industrial insurance, and other business tax returns must indicate that the business status is closed or changed.
  • Receive Tax Clearance Notice. File in financial records.
  • Close Bank Account.
  • Store Business Records. These records should be kept for at least seven years.

Planning and awareness are crucial. The process, timing of events, and tasks must be tailored to the type and complexity of the business. Each case is unique because reasons for dissolution differ, and problems that exist or develop are unique to the circumstance. The following is a checklist of items to consider as early in the process as possible. Most of these issues have some impact on the process of getting out of business:

Human Resources

  • Disputes and employee grievances
  • Employee benefit plans: incentive plans, benefits, pensions, deferred salary plans, stock options
  • Medical insurance
  • Business equipment in employee possession - home offices, business cars, cellular telephones
  • Termination notices
  • Employment contracts and severance arrangements

Finance and Accounting

  • Condition and completeness of records
  • Deposits outstanding
  • Prepaid accounts: insurance, advertising, utilities
  • Valuation of assets: intellectual property, work in progress, software, project files, R&D
  • Financial planning: capital gains on asset disposition or sale of business
  • Bank and investment account(s)
  • Loans from financial institutions or individual investors
  • List of creditors
  • Liens and security interests
  • Accounts payable and commissions owed
  • Account receivables
  • Outstanding tax claims, audit processes, or IRS action
  • Cash flow and expenses related to getting out of business
  • Business tax planning
  • Tax liabilities: local and state business taxes, payroll, industrial insurance, property, corporate income tax
  • Audit status
  • Stock option conversions

Legal

  • Warranties/Guarantees: product, service, contract
  • Contacts and agreements: assignment, completion, non-compete, confidentiality, nondisclosure, franchise
  • Contingent legal problems: litigation, disputes, judgments
  • Strategic alliance agreements and obligations
  • Labor union agreements

Operations

  • Inventory: material, products, work in progress
  • Physical inventory records
  • Asset records and list
  • Purchase orders outstanding
  • Shipments in transit

Facilities

  • Financial obligations
  • Security
  • Insurance
  • Modifications to secure plant and buildings
  • Lender lease
  • Storage of assets and equipment
  • OSHA or EPA filings
  • Field offices

Administration

  • Condition and completeness of company records: charter documents, minutes, stock records
  • Documents of title, mortgages, deeds, security agreements
  • Business insurance
  • Pensions, deferred compensation plans, benefits
  • Professional support. CPA, attorney, PR & advertising, marketing, internet host, publisher
  • Registrations, permits, licenses
  • Storage location of corporate records
  • Continuation of board of directors
  • Termination of business licenses and tax account

Owners

  • Dissolution of business entity
  • Ownership of intellectual property: trademarks, patents, trade secrets
  • Applications in progress: intellectual property, licenses
  • Confidentiality
  • Stockholders or equity investors
  • Estate issues
  • Key person insurance

Marketing & Public Relations

  • Sales representatives agreements
  • Proposals in process of preparation
  • Proposals submitted
  • Professional, trade, and telephone directory listings
  • Public notice of change
  • Tradeshow and convention commitments
  • Samples, price lists, and marketing materials in the field

Website

Resources. Look for guidance and information from the following resources:

  • Small Business Development Centers – Business Counselors (ASBDC)
  • SCORE Counselors (SCORE)
  • Business Brokers and Professional Business Consultants
  • Public Library, Business Section. Books and publications on the topic of buying and selling businesses
  • State Departments of Licensing or Commerce
  • Business Owners and managers who have experienced the dissolution process

In conclusion, the process for getting out of business successfully requires the same amount of planning as going into business. While the process should be easier, it is likely to be less enjoyable and more stressful.

The best advice for business owners is to think about the future during the early stages of getting into business. Exert managerial influence to ensure that complications and problems which could affect dissolution and net value do not develop into roadblocks.

When the time for getting out of business comes, engage the invaluable expertise you will need, and prepare a plan.

The sales agreement is the key document in buying the business assets or stock of a corporation. It is important to make sure the agreement is accurate and contains all the terms of the purchase. It would be a good idea to have an attorney review this document. It is in this agreement that you should define everything that you intent to purchase of the business, assets, customer lists, intellectual property, and goodwill.

The following is a checklist of items that should be addressed in the agreement:

  • Names of Seller, Buyer, and Business
  • Background information
  • Assets being sold
  • Purchase price and Allocation of Assets
  • Covenant Not to Compete
  • Any adjustments to be made
  • The Terms of the Agreement and payment terms
  • List of inventory included in the sale
  • Compliance with the Bulk Sales laws of the state
  • Any representation and warranties of the seller
  • Any representation and warranties of the buyer
  • Determination as to the access to any business information
  • Determination as to the running of the business prior to closing
  • Contingencies
  • Possibilities of having the seller continue as a consultant
  • Fees, including brokers fees
  • Date of closing

Special considerations for succession planning or selling a family owned business.