Comprehensive steps on how to sell a
business in California

Selling your business is not an easy task and one that should ultimately be left to the professionals. If you are thinking about selling you business,
we have created an outline describing the common steps one must take when selling a small or large business.

During the initial meeting(s) between the Business Owner (Seller) and the Sunbelt of the Greater Bay Area Broker (Broker) the selling process is explained, our free valuation services are used to determine the value of the business and the various tax consequences are discussed.

Our valuation is free if a Representation Agreement is signed; otherwise, we charge $750.

A Representation Agreement is completed by the Broker and signed by the Seller.
Immediately after signing the representation Agreement, the Seller provides the Broker with the following:

  • Complete listing of all equipment and other assets to be included or excluded in the sale;
  • The last 3 years of profit and loss statements, balance sheets, and tax returns of the Business;
  • If applicable, an interim profit and loss statement, balance sheet and sales tax report;
  • Real and personal property leases;
  • Copies of all patents, licensees, loan documents, contracts or agreements;
  • All agreements relating to employee benefits;
  • Any environmental reports; and
  • Copies of all other documents needed to present a fair and accurate description of the Business to prospective buyers.
Seller approves the terms under which the Broker will publish, advertise or distribute information about the Business to prospective purchasers and to cooperating brokers.

Seller and Broker discuss and agree upon contacting landlords and any others regarding any of the information about the Business.

Broker writes a narrative on the Business, the Representation Agreement is entered into the Sunbelt proprietary database and a Business Profile is created.

Broker introduces the Business to all of our other brokers during the semi-weekly Tuesday morning office meeting.

All other internal brokers match the Seller’s Business Data (SBD) against Buyers in their respective queues (buyers who have previously been interviewed; and signed a Confidentiality Agreement, an agency disclosure and a Buyer’s Profile)
Broker and Sunbelt of the Greater Bay Area’s President plan an advertising strategy

The SBD is added to our own website plus all major business brokerage web sites in such a manner as to prevent the general public from identifying the Business.

Buyers in queue and buyers who have responded from the advertisements will have their backgrounds and finances evaluated to see if they are “real” buyers. If a “real” buyer is interested, they will be shown a Business Profile.

If further interest is shown, the Seller’s Broker will arrange a meeting with the Seller.

If a buyer wants to make an offer at a fair price and proves they have the money necessary to make the purchase, following the buyer/seller meeting, the Buyer’s Broker will write the offer and secure a deposit.
The Seller’s Broker, and when applicable, the Buyer’s Broker, will present the offer to the Seller.
Seller and Seller’s Broker will review the offer and decide whether to accept it or counter the offer.
If Seller wants to counter, they will sign the offer, check the counteroffer box on the offer and write-up a counteroffer.
Once an offer is accepted, the Seller’s Broker will arrange a Seller/Buyer meeting where the Seller’s and Buyer’s Disclosure Statements are discussed, questions answered and the statement is signed by both parties.

Due diligence starts once an offer is accepted and the Seller’s and Buyer’s Disclosure Statements are completed.

  • If the due diligence proves the Business as represented, the Buyer signs the Conditions Removal.
  • If the due diligence did not prove the Business as represented, either the offer can be renegotiated or the offer will be cancelled, and the Buyer’s deposit check will be returned.
  • If the due diligence proved the Buyer as represented (capable of managing the Seller’s business, financially capable and has good credit), the Seller signs the Conditions Removal.
  • If the due diligence did not prove the Buyer as represented, then the offer will be cancelled and the Buyer’s deposit check will be returned.
  • Once both the Buyer’s and Seller’s Conditions Removals are signed, the Seller’s Broker will open escrow or prepare to close the transaction.

Seller’s Broker secures answers and/or provides the following to the Independent Escrow company:

  • Copy of the Representation Agreement
  • Copy of the Purchase Agreement and Counteroffers
  • Copy of both Conditions Removals
  • Copy of the EDD and sales tax number and if applicable, liquor license
  • Seller(s) name, address, (other than Business address), Social Security Number, sales tax number, copy ABC license (if applicable) and federal tax number, if corporation.
  • Buyer(s) name, address, (other than Business address), Social Security-Number and federal tax number if corporation.
  • Turns over the deposit check from Buyer to the escrow company.
  • Secures leases – amount of monthly rental, security deposit, assignment, new lease, etc.
  • Estimates closing date for closing, date of possession by Buyer and pro-ration date.
  • Investigates Insurance – will Buyer assume Seller’s or acquire new.
  • Taxes – Requests the Seller’s property tax bill for pro-ration.
  • Investigates required licenses – are they transferable?
  • If Buyer and/or Seller are a corporation – need names of the officer(s) authorized to sign and a copy of the Corporate Resolution authorizing the sale of the assets or stock.

How will purchase price be allocated?

  • Good will
  • Fixtures and equipment
  • Leasehold improvements
  • Covenant not to compete
  • Liquor license, if applicable
  • Furniture, Fixtures and Equipment Inventory

Activities carried out by independent third party escrow company for an asset sale:

  • Receives opening escrow instruction
  • Prepares Escrow Instruction
  • Obtains signatures and Deposit money – no escrow processing will start until the deposit check clears
  • Orders Publication, Recording and Notify County Tax Collector (When ABC involved, prepares ABC package)
  • Orders UCC, Tax Liens and Judgment Search for State and County
  • Requests demands from existing lien-holders
  • Receives claims
  • Prior to the legal published closing date, does estimation of closing cost including estimated inventory and requests funds to close escrow from the Buyer
  • Prepares closing instruction one day prior to close of escrow.
  • Obtains signatures on the closing instruction on the date of close of escrow
  • Disburses money and paper work

Activities carried out by independent third party escrow company or Sunbelt Business Sales and Acquisitions/attorneys for a stock sale:

  • Orders UCC, Tax Liens and Judgment Search for State and County
  • Arranges for signature changes on banking accounts, if applicable – name changes on liability accounts and preparation of new stock certificates.
  • Prior to the closing date, does estimation of closing cost including estimated inventory and requests funds to close from the Buyer
  • Obtains signatures on the closing instruction on the date of close
  • Disburses money, stock certificates and paper work

ABC License through an escrow company

  • Immediately upon opening escrow request a certified copy of Notice to Creditors of Bulk Transfer and Notice of Intended Transfer of Liquor License
  • Seller to sign off at the local ABC.
  • Buyer to pick up ABC package from the local ABC and make an appointment for an interview
  • Escrow company prepares ABC package for Buyer to take to the interview
    • Certified copy of Escrow Instruction
    • Certified copy of Notice to Creditors
    • Demand Note to replace cashier’s check or Promissory Note Form 226
    • Notice is posted at the Business location for 30 days from the date of the interview

When all the terms and conditions are met and funds are deposited with escrow, escrow company will forward Form 226 to the local ABC, they then forward their package to Sacramento ABC (State office) and they transfer the license. From the time escrow forwards Form 226 to local ABC to actual transfer of the ABC license takes approximately 2 weeks.

Tax Releases required before the Seller can receive all of their proceeds:

  • Certificate of Payment of Sales and Use Tax from State Board of Equalization
  • Certificate of Release from Employment Development Department.
  • Certificate of Release from the Franchise Tax Board for Corporations and LLC’s. Seller’s whole or partial net proceed will not be released until above Certificates are received by escrow holder.