Business Plan Help & Small Business Articles

Questions to Ask When Buying a Business

by Stephen Windhaus

There are so many questions to ask when considering the purchase of an existing business. In fact, there is not enough room on this page to list them. But let me give you a few examples that relate to financial, marketing, ownership and operations:

  • Most importantly, why is the seller selling? The answer will either raise red flags or be consistent with, and met with, no resistance when asking the information in the questions below.
  • Have you asked to review the certified financial statements of income, cash flow and balance sheets for the last three years? If you borrow from a bank to purchase the venture, the bank will want to see them.
  • Have you asked to see the company’s (not the owner’s personal) IRS returns for the last three years? The bank will.
  • Have you asked for a copy of all documents of all outstanding indebtedness like notes payable, accounts payable, real estate and equipment leases? The bank will.
  • Has the seller offered to stay around for awhile after the sale to help with transition, and have you discussed some compensation for his services during that transition period?
  • Have you been allowed to talk with the employees, or is this sale of a confidential nature at this time? If so, why are the employees not being told of the impending sale?
  • Has there been any significant turnover of employees? If so, why is that?
  • Have you learned anything about the quality of customer relations at the company? Is there a close relationship between company and customers?
  • Have you learned anything about the relationship between the company and its vendors? Do vendors display preferred, regular or irregular relations with the company?
  • Are there any members to a management team for this company? If so, are they aware of the impending sale, and how do they feel about it?
  • What are the actual conditions of the working environment? Are there any hazardous situations or is this a well-kept workplace?
  • What are the actual conditions of existing fixed assets like office equipment, machinery, vehicles and the like? Do employee, managers and supervisors demonstrate good maintenance and cleanliness of company property?
  • There is so much more to ask, but this is a brief list designed to give you a starting point from which to begin the investigation of the venture in which you are about to invest.

We have not even discussed the issue of fair market value or selling price of the venture. I would suggest you will want to examine some of the expert panel responses on this subject. It is a detailed matter requiring a significant explanation.

Another relevant source of information on buying and selling businesses is the Entrepreneur Magazine Small Business Advisor. It is an excellent book with a most extensive array of subjects for any small business entrepreneur, addressing all aspects of the operation in easily understood language and graphic examples of the topics. It is an excellent investment for the purchasing process and can be used repeatedly when operating the venture. It is readily available online or at a reputable bookstore.

About Stephen Windhaus

Stephen Windhaus is the Principal of Windhaus Associates, a business planning firm he founded in 1999. Steve has over 20 years of experience in the public and private sectors assisting existing and start-up entrepreneurs through small business development centers, incubators, university and community college settings and private practice. He has a bachelor's degree in Political Science from the University of Houston, and his MBA from the Keller Graduate School of Management in Chicago. He has served as a certified business analyst, program coordinator, center director and Board member for SBDC's in Illinois and Florida. Steve wrote his first marketing plan for a joint venture project in Venezuela in 1978 and his first business plan in 1985 for a Chicago spice distributor who secured a $144,000 SBA loan. He wrote the text for and taught Business Planning for Small Business in the Entrepreneurial Institute, the first such program licensed by the Florida State Board of Non-Public Career Education. Steve's straightforward, sincere approach has been tempered by assisting well over 2,000 start-ups through the years. Several succeeded, but the majority failed for a lack of resources, organizational skills, planning, lack of determination to succeed, or the inability to take risks. He characterizes himself as an advocate for the “little” entrepreneur who doesn’t receive the “entrepreneur-of-the-year” awards, but works day in and day out in his or her niche market to succeed in operating a successful enterprise. He cites, "determination to succeed, creativity, assertiveness to find the tools and resources to improve, and a willingness to take risks as the common threads in successful entrepreneurs". “These people are not characterized by any age group, gender, race, ethnicity, level of education or the like”. “They are as diverse as the total population”. Today Steve resides in Port St. Lucie, Florida where he operates his firm, developing business plans for diverse clients. He has also written online for Bankrate.com, BizLand.com and SmallBizManager.com. His work has also been published in the Ten Minute Guide to Getting Organized and Every Manager’s Desk Reference. To learn more go to http://www.windhaus.com/.

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{ 7 comments… read them below or add one }

Gregory July 26, 2008 at 12:52 pm

Very well laid out for those of us purchasing an existing business for the first time. It fills out those areas that I might have missed.

Everett September 24, 2008 at 9:51 am

Thank you.
The information was very helpful.

Gary Landa January 10, 2009 at 10:58 am

Keep in mind the economy is changing very quickly and the profitability of the company in the past may be significantly different now than one year ago. Last year’s financial statements reflect the first 6 months of the year which may have been above average, the last 6 months may have been poor but overall, it may look profitable when in fact the company is currently experiencing losses.

Joe Hold July 20, 2009 at 5:28 pm

Where can I get comparison data on small business financials such as ROI, cash flow, return om equity,. ?

Shaun April 16, 2010 at 6:17 am

Great Resource! I completely agree with Gregory, this article is very well laid out in terms of questions to ask the current owner. I strongly believe in researching as much as you can about a particular business in order to have the best idea possible whether the business is right for you. There are websites that offer buy business articles and other information to help with any other issues and questions related to helping you buy a business.

Terry Klymkiv November 2, 2010 at 5:19 am

Great article that lists some very important questions buyers should ask before buying the business.

Kenneth April 8, 2011 at 1:05 am

This is a nice article. Very informative

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