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Last month
, we started down the road to prepare for an eventual sale of your business.
We began with four categories of due diligence that are the preliminary ask from a potential buyer. Keeping these separately stored and available (as well as current) will speed up the process and make your pre-sale life much easier.
So, what are a few more categories that are important in the evolving due diligence process?
Let’s try these:
Debt Financing
This refers to lender and/or investor financing loan documents. In other words,
does your business owe money to a bank or an investor and, if so, what are the documents that evidence and/or secure that debt?
As part of this category, visit your state’s Secretary of State corporate web site and check for UCC-1 filings. These indicate a lender or a vendor who may hold a security interest in the assets you intend to sell. In Massachusetts visit:
MA Corporations UCC Search
.
For example, you may have already paid off a debt, but the secured party (a lender or a vendor) may have neglected to remove the UCC-1 filing on record. Follow up with that party until they remove it (or give you permission to do so).
It is often one of those gotchas that can bedevil a seller.
Do it now, if necessary.
Intellectual Property
Many sellers are unaware how important this category can be.
Have you built a brand name and/or logo during your time in business? If so, you have built goodwill for your business and this has value to a buyer.
However, many sellers are unaware of the value of protecting that brand name, thinking their corporate registration with the Secretary of State protects them. They don’t realize there are separate state and national registries that will protect their brand…
IF they register to do so.
In Massachusetts visit:
Trademarks and Service Marks
.
Then, with that state (or national) registration in hand, add it to the “data room.”
Additionally,
make sure you keep track of the original filings for your web site, domain name, and software used in your business
(whether you bought it or licensed it, keep track of how you own it or own the rights to use it). A buyer will want to obtain those rights along with the assets they are buying.
Insurance
Depending upon the nature of your business, you probably carry personal property insurance, general liability insurance, worker’s comp insurance, employment practices insurance, and more.
Add copies of each policy to your data room storage, as well as premium information.
Buyers don’t like surprises, and good preparation keeps you in control. Keep building your data room now, and when it’s time to sell, you’ll be ready to move fast and on favorable terms.
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