Selling
Selling a larger business, or one with real estate
When a business has several locations or owns its buildings, the real estate becomes a big part of the sale. Sorting it out early keeps the deal on track. Check every lease for assignment terms and remaining term, and decide early whether owned real estate is sold with the business or leased back.
Seller representation
What selling a larger business involves
A plain explainer if you’re new to this.
- What it is
A business with several locations
It has several leases or properties, a management team and larger revenue.
- How buyers value it
Earnings and every location
Buyers look at earnings by location, the management team, and every lease or property.
- Structure
Advisers on every side
Larger sales usually involve accountants, lawyers and sometimes a business broker. Tax and structure matter a lot.
- What I check
The real estate
I review each lease’s term, renewal and assignment terms, and any owned property, so the real estate side doesn’t hold up the sale.
General information, not tax or legal advice. Rules and rates change, and every situation is different. Talk to your lawyer and accountant before you act on anything here.
Several leases
Each lease has its own assignment clause, landlord and term. One slow landlord can hold up the whole sale. I review each lease early, list what each landlord will need, and prepare the consent packages before a buyer is chosen.
Owned real estate
If the business owns its buildings, you have choices:
- Sell the business and the property together.
- Keep the property and lease it to the buyer, which can give you income after the sale.
- Sell the property separately, before or after the business.
Each changes the price, the buyer pool and the tax. Your accountant should model them with you.
What buyers check
On top of the business itself: lease terms and renewal options, rent compared with the market, the condition of owned buildings, environmental reports for industrial sites, and zoning for each location.
How I help
I take care of the real estate work through the sale: lease reviews, landlord consents, any new leases, and the sale or lease of owned property. All of it goes through Coldwell Banker Prestige Realty, in writing, alongside your lawyer and accountant.
Questions people ask
What if one landlord won’t consent?
Start early, give them a complete package and understand what they need. If they still refuse, your lawyer can tell you what the lease allows.
Can I keep the building and lease it to the buyer?
Yes. It’s common, and it can give you steady income after the sale.
Do I need an environmental report?
For industrial sites, buyers and lenders often ask for one. It helps to know early.
What should I gather, ask and watch for?
Documents to gather
- Three years of financial statements and tax returns
- The lease and every amendment, or title if you own
- Every lease and any owned property
- Shareholder agreement and corporate records
Questions to ask
- Share sale or asset sale, and the tax on each? (ask your accountant)
- Will the landlord consent to assigning the lease?
- Do my shares qualify for the lifetime capital gains exemption?
- How long will I stay on after the sale?
Common mistakes
- Starting with too little term left on the lease
- Messy books that buyers can’t follow
- Telling staff or customers too early
- Leaving the tax planning until after a deal is signed
Typical timeline
- 1 to 3 years beforeClean up books, extend the lease, plan tax
- Months 1 to 3Prepare the package; confidential marketing
- Letter of intent to due diligenceOften 30 to 90 days
- ClosingLandlord consent, lawyers, transition
Typical ranges. Your lease, lender and the City set the real dates.
Go deeper
If you’re looking for more details
What buyers ask for, in order
- A short anonymous summary
- Financial statements, usually three years
- A confidentiality agreement before details
- A letter of intent
- Due diligence: books, contracts, staff, equipment, lease
- Final agreement and closing
Getting ready a year or two ahead
- Clean up the books
- Move key relationships onto the team
- Sort out the lease or property
- Fix the small problems buyers will find
- Talk to your accountant about the tax side, including whether the lifetime capital gains exemption could apply to a share sale
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Next step
Selling a larger business with real estate in it?
Let’s map the leases and properties first. The call is confidential.