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# Close or sell your business

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## Content

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## Close your business

Closing your business can be a difficult choice to make. The Small Business Administration’s local assistance finder can connect you with local guidance in planning your exit strategy. It’s also helpful to seek advice from your lawyer and a business evaluation expert, along with other business professionals including accountants, bankers, and the IRS.

Follow these steps to closing your business:
                  - Decide to close. Sole proprietors can decide on their own, but any type of partnership requires the co-owners to agree. Follow your articles of organization and document with a written agreement.  
                  - File dissolution documents. Failure to legally dissolve an LLC or corporation with any state you’re registered in will expose you to continued taxes and filing requirements.  Look up your state for more information  from the Secretary of State, Business Bureau, or Business Agency websites.
                  - Cancel registrations, permits, licenses, and business names. Protect your finances and reputation by canceling any of these that you no longer need, including your trade name.
                  - Comply with employment and labor laws. Reference the Department of Labor’s  Worker Adjustment and Retraining Notification Act (WARN)  for employee payment after closing, along with other federal and state laws.
                  - Resolve financial obligations. Handle final returns for income tax and sales tax. Cancel your Employer Identification Number, notify federal and state tax agencies, and  follow this checklist from the IRS  with instructions on how to close your business.
                  - Maintain records. You may be legally required to maintain tax and employment records, among other files. Common guidelines advise keeping records for anywhere from three to seven years.

## Sell your business

After careful consideration, you may decide to sell your business. Sound planning can help ensure you cover all your bases.

Use business valuation to set a monetary value before marketing to prospective buyers. You can do a self-evaluation and learn more about the resources needed for business valuation appraisals from The Appraisal Foundation.

Accurately value all property and real estate tied to your small business. This can include intangible assets like brand presence, intellectual property, customer information, and projection of future revenue.

When you’re figuring out how much your business is worth, consider these common valuation methods:
                  - Income approach.  Looks at projected revenue and accounts for potential risks.
                  - Market approach.  Compares your business to other similar businesses that have recently sold.
                  - Assets approach.  Subtracts total business liabilities from the total value of all assets.

### Make a sales agreement

You must prepare a sales agreement to sell your business officially. This document allows for the purchase of assets or stock of a corporation. An attorney should review it to make sure it’s accurate and comprehensive.

List all inventory in the sale along with names of the seller, buyer, and business. Fill in background details. Determine how the business will be run prior to close and the level of access the buyer will have to your information. Note all adjustments, broker fees, and any other aspects relevant to the terms of agreement.

Don’t leave out any assets and liabilities, or this can create problems even after the sale has been finalized.

## Transfer ownership

Many small business owners will face a time when they need to transfer their ownership rights to another person or entity. You’ll have a few different options available for doing so.

 

### Other considerations

Transferring ownership of a family business may have legal impacts, such as estate and gift tax obligations imposed by the IRS. A transfer of property would also likely require taxation.

It’s also important to understand how to approach the exit strategy based on business type. You may want to consult with a lawyer to see which additional rules could apply.

## File for bankruptcy or liquidate

A forced exit has implications for your employees, assets and tax obligations.

During a bankruptcy case, you need to stay up to date with all filing requirements and taxes. Reference the IRS Bankruptcy Tax Guide online for information on debt cancellation, tax procedures, and considerations for different types of business structures.

Liquidating assets usually comes as a last-resort strategy after no buyers, merges, or successors appear on the horizon. This process of redistributing assets to creditors and shareholders still requires a sound plan of action.

Before terminating your lease, selling equipment, and disconnecting utilities, talk to your lawyer and accountant. They’ll help you develop a plan to present to creditors, whose cooperation you need during this process.

Reference these steps in the asset liquidation process.
                  - Prepare an inventory and determine assets for sale
                  - Secure your merchandise
                  - Set liquidation value of assets with a qualified appraiser
                  - Use that value to estimate net sale proceeds and re-evaluate your decision
                  - Choose sale type: negotiated, consignment, internet, sealed bid, or retail
                  - Select the best time and location for your sale
                  - Hire an auctioneer, dealer, broker, or other expert to conduct
                  - Use a non-recourse bill of sale so buyer accepts the associated risk

The Small Business Administration’s counseling tool connects small business owners with local guidance.

### Need help? Get free business counseling

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