Business Brokers - The Definitive New Zealand Guide to Selling Your Business
Business brokers are people or companies that help founders to buy and sell small companies. Our guide outlines who business brokers are, why you would consider selling your business through business brokers, the pros and cons of working with business brokers and frequently asked questions
Updated 21 July 2021
There are thousands of small businesses in New Zealand, ranging from SME tech startups to mum and dad manufacturing, food-related and trade-specific operations. After a stretch of success in building and scaling the business, there comes a time where the founders may decide to exit the business and pass it on to their immediate family. However, an alternative to this may be to seek out a buyer for the business.
Unfortunately, there has never been an easy or well-known way for New Zealanders to sell their small businesses. Further, many considerations go into selling your business, namely how to value it and avoid getting ripped off when you sell it.
Business brokers can help with such matters - Business brokers are people or companies that help founders to buy and sell small companies. These agents may specialise in certain industries or hold specific unique traits to best serve customers in selling their business or identifying a suitable buyer. To help explain everything you need to know, our guide explains:
There are thousands of small businesses in New Zealand, ranging from SME tech startups to mum and dad manufacturing, food-related and trade-specific operations. After a stretch of success in building and scaling the business, there comes a time where the founders may decide to exit the business and pass it on to their immediate family. However, an alternative to this may be to seek out a buyer for the business.
Unfortunately, there has never been an easy or well-known way for New Zealanders to sell their small businesses. Further, many considerations go into selling your business, namely how to value it and avoid getting ripped off when you sell it.
Business brokers can help with such matters - Business brokers are people or companies that help founders to buy and sell small companies. These agents may specialise in certain industries or hold specific unique traits to best serve customers in selling their business or identifying a suitable buyer. To help explain everything you need to know, our guide explains:
MoneyHub Founder Christopher Walsh's Business Broker Insights:
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"Whatever you do, do not undersell your business. The business broker industry relies on churn to stay profitable, but brokers/agents may not always rush to get you the best price, unlike what is going on in the housing market. No one should take the first offer if the number underwhelms them".
"Business Brokers don't come cheap; their success fees are typically in the range of 2-10%, with an average total business broker cost sitting around 5% (but this can vary widely depending on the size of the transaction). This means if you sell your business for $500,000, $25,000 will be paid to your broker, and it's an expense that you won't be able to deduct". "Selling your business is a unique process - brokers have the experience and the contacts, but you have the ultimate say as to whether or not you'll accept what's offered. Always remember that". "Choosing a good business broker takes some time and effort. Many of them will be competent at their jobs. However, some will be better than others, as in any profession. Looking at the percentage of businesses they've sold out of all the businesses they've tried to sell is a good place to start". "Following a review of track records, choose one with suitable experience in the same industry as the company in question. Be aware - business brokers are not as heavily regulated in New Zealand compared to investment banks. In some situations, a single broker can represent both the buyer and the seller in the same transaction. Dual agents, as they are known, may be conflicted in fiduciary obligations to certain parties, so if possible, opt to pick a business broker separate from the buyer's business broker when selling your business". |
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Who are business brokers, and what do they do?
Business brokers help buyers and sellers of privately held companies to sell their businesses. They usually appraise the business's value, market it for sale with or without exposing its identity, conduct the initial potential buyer interviews, engage in negotiations and facilitate the process of selling the business.
The procedure of transferring a company's ownership is complicated. Determining a reasonable valuation, ensuring the company's finances and accounting records are legitimate, negotiating a sale price, processing the payment after the agreement (e.g. holding funds on escrow), and closing the sale are just a few of the hurdles that must be addressed and that business brokers can help with.
Business brokers not only manage these stages, but they also protect the founder's secrecy by compelling interested purchasers to not disclose information about the potential business sale (this can be done through non-disclosure agreements – NDAs).
The procedure of transferring a company's ownership is complicated. Determining a reasonable valuation, ensuring the company's finances and accounting records are legitimate, negotiating a sale price, processing the payment after the agreement (e.g. holding funds on escrow), and closing the sale are just a few of the hurdles that must be addressed and that business brokers can help with.
Business brokers not only manage these stages, but they also protect the founder's secrecy by compelling interested purchasers to not disclose information about the potential business sale (this can be done through non-disclosure agreements – NDAs).
What do business brokers do?
Business brokers can assist with licencing and permitting needs as well as weeding out unqualified bidders. In addition, business brokers undertake activities such as valuing the business, organising marketing, conducting interviews, and negotiating. Business brokers can be found through lawyers, accountants and professional organisations for anyone looking to buy or sell a firm.
Broker services differ greatly based on the broker's experience and skill set. The activities of business brokers can be similar in nature to real estate agents. A broker's most common activities include:
One of the most important services that brokers give is the ability to keep owners focused on running their businesses during the selling process, which can take anywhere from 6 to 12 months. It is common to have business brokers working with the potential buyer. On the other side of the table, the opposing business broker may provide the following services:
Broker services differ greatly based on the broker's experience and skill set. The activities of business brokers can be similar in nature to real estate agents. A broker's most common activities include:
- Assist client in determining an appropriate value for the business (either through cash flow analysis or comparable company analysis – effectively identifying what other similar businesses in the same industry or area sold for)
- Examine the company's tax returns and generate financial statements for prospective buyers.
- Create an Information Memorandum (IM) about the company. This is a comprehensive document detailing the business, the industry and the financial metrics associated with the business. It can range from 10 pages up to 100+ and is intended to provide possible buyers with information about the company.
- Analyse, identify and approach potential buyers
- Become the lead salesperson to market the business to potential buyers.
- Assess the buyer's capacity to finance the transaction (e.g. do they have the money to pay for the business).
- Assist with transaction structure and coordinate negotiations.
- Manage the deal from start to finish, guiding the client through the process.
- Assist in maintaining the sale's secrecy (typically through NDAs).
- Provide acquirers and investors with acquisition and deal sourcing services.
One of the most important services that brokers give is the ability to keep owners focused on running their businesses during the selling process, which can take anywhere from 6 to 12 months. It is common to have business brokers working with the potential buyer. On the other side of the table, the opposing business broker may provide the following services:
- Design the business's search strategy, taking into account the buyer's profile and objectives.
- Active identification and presentation of the businesses that meet the search criteria.
- Assistance in the analysis of the business and its fair market value.
- Assistance in the negotiation of price and terms.
- Preparation of the offer letter.
- Coordination of the Due Diligence.
- Selection of escrow and closing agents.
- Assistance in the documentation for the close of sales.
How business brokers make money, and how much does their service cost?
Brokers are compensated in three ways:
When delivering services, a broker can employ any or all of these. In addition, some companies charge fees for each particular task completed, such as drafting the information memorandum or drafting the terms of the deal.
Know This: The most common type of commission is a success fee commission, which is paid to the brokerage contingent on finding a suitable buyer for the business for sale. This could also mean successfully negotiating a purchase contract between a suitable buyer and seller or the successful settlement of the transaction and the exchange of funds between buyers and sellers.
Fees: These success fees are typically in the range of 2-10%, with an average total business broker cost sitting around 5% (but this can vary widely depending on the size of the transaction, the reputation of the business broker and which region. In this case – 5% is the New Zealand standard).
More business brokers are increasingly adopting the retainer model, similar to how major investment banks and law firms charge for services. The retainer helps pay the broker's upfront costs of performing services and demonstrates the client's (seller or buyer's) commitment to the transaction. Certain forms of merger and acquisition (M&A) transactions may require the use of an NZX regulated intermediary.
Depending on the complexity, jurisdiction and size of the transaction, retainers might cost anything from a few hundred dollars to $100,000+. They are normally non-refundable, but they can sometimes be deducted from the success fees. Commissions are usually agreed upon between the customer (seller or buyer) and paid at the time of closure.
Many brokers that are handling the sale of smaller businesses in other parts of the world (e.g. Europe) work on a no-retainer basis, meaning their total pay is paid only if the business is sold successfully. This is a higher risk for the brokerage, but leads to better alignment with the founders and drives a strong incentive to get the best price possible and close the deal quickly. Commissions are negotiable between seller and broker. Brokers are often responsible for marketing and other expenses incurred in the process of selling a firm.
- An hourly rate
- An upfront retainer (fixed fee for starting a service with them)
- A success fee (commission upon closing a deal)
When delivering services, a broker can employ any or all of these. In addition, some companies charge fees for each particular task completed, such as drafting the information memorandum or drafting the terms of the deal.
Know This: The most common type of commission is a success fee commission, which is paid to the brokerage contingent on finding a suitable buyer for the business for sale. This could also mean successfully negotiating a purchase contract between a suitable buyer and seller or the successful settlement of the transaction and the exchange of funds between buyers and sellers.
Fees: These success fees are typically in the range of 2-10%, with an average total business broker cost sitting around 5% (but this can vary widely depending on the size of the transaction, the reputation of the business broker and which region. In this case – 5% is the New Zealand standard).
More business brokers are increasingly adopting the retainer model, similar to how major investment banks and law firms charge for services. The retainer helps pay the broker's upfront costs of performing services and demonstrates the client's (seller or buyer's) commitment to the transaction. Certain forms of merger and acquisition (M&A) transactions may require the use of an NZX regulated intermediary.
Depending on the complexity, jurisdiction and size of the transaction, retainers might cost anything from a few hundred dollars to $100,000+. They are normally non-refundable, but they can sometimes be deducted from the success fees. Commissions are usually agreed upon between the customer (seller or buyer) and paid at the time of closure.
Many brokers that are handling the sale of smaller businesses in other parts of the world (e.g. Europe) work on a no-retainer basis, meaning their total pay is paid only if the business is sold successfully. This is a higher risk for the brokerage, but leads to better alignment with the founders and drives a strong incentive to get the best price possible and close the deal quickly. Commissions are negotiable between seller and broker. Brokers are often responsible for marketing and other expenses incurred in the process of selling a firm.
Pros and cons of business brokers
There are numerous advantages to using a business broker. Buying and selling a business is a complicated process that can leave you with a lot of stress and sleepless nights. Business brokers have specific knowledge of the tax and legal implications of these transactions, which can save money and avoid the danger of potentially large issues later on after you've sold the business.
Pros include:
1. Compliance Guidance: In New Zealand, there are no taxes on capital gains; however, selling your business may be subject to other obligations or taxes depending on who the target buyer is, where they originate from and whether you're selling a GST-registered business or not. For example – if you're selling a business to an overseas entity for more than NZ$100 million, the transaction will be subject to OIO (Overseas Investment Office) approval – and you will need to flag the transaction to them before it is formally approved. They will typically analyse New Zealand business interest and general anti-competition analysis when deciding whether to approve the transaction. Find more information about obligations on tax here and on OIO approval here.
2. Efficiency: Another benefit of using business brokers is the time saved. Outsourcing the time-consuming task of selling your business to experienced professionals should ensure a smooth conclusion to the transaction. It also adds value by allowing business leaders to maintain their focus on day-to-day operations without becoming sidetracked or bogged down by other issues.
Cons include:
1. Cost: Business broker services do come with a high cost. The downside of hiring a business broker is that they are compensated by commissions based on a portion of the company's sale price, normally sitting around 5%. This is a significant cost to the owners and a cost that you may not incur if you're able to sell the business without the help of business brokers.
However, a silver lining in this is that the business broker may find more potential buyers, leading to a potentially higher sale price. For example, suppose the business broker can sell the business for more than 5% above the price you're able to sell the business for. In that case, the business broker is likely considered worth it (this is not taking into account the time and stress benefits of hiring business brokers).
Know This: For some founders, hiring a business broker may be money well spent. On the other hand, it may make more sense for others who may opt to sell the business themselves and only engage a broker to handle the closing stages of the negotiation and pay less of a fee as a result. Ultimately it will come down to the preferences of the founder and the likely needs each founder has – whether it's a quick sale for a little less money, or for the maximum price possible, even if it takes a little longer to sell the business.
Pros include:
1. Compliance Guidance: In New Zealand, there are no taxes on capital gains; however, selling your business may be subject to other obligations or taxes depending on who the target buyer is, where they originate from and whether you're selling a GST-registered business or not. For example – if you're selling a business to an overseas entity for more than NZ$100 million, the transaction will be subject to OIO (Overseas Investment Office) approval – and you will need to flag the transaction to them before it is formally approved. They will typically analyse New Zealand business interest and general anti-competition analysis when deciding whether to approve the transaction. Find more information about obligations on tax here and on OIO approval here.
2. Efficiency: Another benefit of using business brokers is the time saved. Outsourcing the time-consuming task of selling your business to experienced professionals should ensure a smooth conclusion to the transaction. It also adds value by allowing business leaders to maintain their focus on day-to-day operations without becoming sidetracked or bogged down by other issues.
Cons include:
1. Cost: Business broker services do come with a high cost. The downside of hiring a business broker is that they are compensated by commissions based on a portion of the company's sale price, normally sitting around 5%. This is a significant cost to the owners and a cost that you may not incur if you're able to sell the business without the help of business brokers.
However, a silver lining in this is that the business broker may find more potential buyers, leading to a potentially higher sale price. For example, suppose the business broker can sell the business for more than 5% above the price you're able to sell the business for. In that case, the business broker is likely considered worth it (this is not taking into account the time and stress benefits of hiring business brokers).
Know This: For some founders, hiring a business broker may be money well spent. On the other hand, it may make more sense for others who may opt to sell the business themselves and only engage a broker to handle the closing stages of the negotiation and pay less of a fee as a result. Ultimately it will come down to the preferences of the founder and the likely needs each founder has – whether it's a quick sale for a little less money, or for the maximum price possible, even if it takes a little longer to sell the business.
Business Brokers vs M&A Advisors
- M&A Advisors, like business brokers, help companies navigate the complex world of mergers and acquisitions (M&A). The size is where they tend to differ.
- M&A advisors are frequently investment bankers that handle complex mergers and sell across numerous locations on a national or even worldwide scale.
- Business brokers, on the other hand, are often focused on smaller, main street businesses. These businesses are often valued at less than $10 million and are often owned by individuals or families that work full-time there.
- The biggest difference between business brokers and M&A advisors is that business brokers are effectively small-scale investment banks that work with SMEs rather than large institutions.
Frequently Asked Questions
How do I know whether the value the business broker puts on my business is accurate?
This can be difficult to answer. Because there are multiple different types of small businesses in New Zealand, there typically won't be a tried and true way to value every business in the same way. A business broker may give you an indicative valuation that you think is too low. A good way to determine whether this is accurate is to go to another business broker and ask them for an independent valuation to compare (typically for a fixed fee). This is more costly but will provide a way to validate the original business broker's valuation. This also allows you to find the best business broker to partner with – and ideally, to pick the business broker that can sell your business the fastest and for the highest price.
What's the best strategy to not getting ripped off by business brokers?
It's important to know that most business brokers align with your interests and want to exit it for the highest possible price. This is because they are paid a success fee based on the total value of the transaction. They will also want to sell the business in the quickest time possible (as less time spent on your business means more time spent on other people's businesses – and more commission). Like real estate agents, this may mean that business brokers will churn customers and try to sell their businesses as quickly as possible for the highest sale price possible. This isn't inherently a bad thing, but it's important to recognise this is happening. Take time to fully understand the offers on the table and push back on your broker if they're trying to get a quick sale in.
When should I sell, if at all?
There is no right answer here. From a monetary perspective, it is sensible to sell a business when it starts to stagnate, or you can no longer scale the business. For example, if your revenue is capped at a few hundred thousand, it might make sense to sell the business and start a new venture where you have the expertise and can scale it faster than the existing business. However, most people will sell for non-financial reasons. Whether it's your kids going to university, you're burnt out and want to retire and buy a house, or you're too stressed – these non-monetary reasons can drive a rationale to sell.
Business brokers in New Zealand
Some of the typical business brokers in New Zealand include:
Please keep in mind that the above list is by no means covers the expansive list of business brokers in New Zealand. MoneyHub has not had any personal dealings with any of these companies and does not view the quality or popularity of any of these business brokers. Please engage with these (or any other) business broker after undertaking due diligence.
- BusinessBuyers.co.nz
- NZ Business Brokers
- NZ Biz Buy Sell
- Kakapo Business
- Link Business Brokers
- ABC Business
Please keep in mind that the above list is by no means covers the expansive list of business brokers in New Zealand. MoneyHub has not had any personal dealings with any of these companies and does not view the quality or popularity of any of these business brokers. Please engage with these (or any other) business broker after undertaking due diligence.
What are the alternatives to business brokers in New Zealand?
- Large international investment banks are the most common alternative to business brokers (e.g. Goldman Sachs, UBS or Jarden). However, these customers typically only deal in investments valued at NZD 100m+.
- As an in-between step, the big four accounting firms (PwC, Deloitte, EY, KPMG) and other mid-tier firms will offer corporate finance or SME transaction teams to assist with business valuation and brokering. These firms typically deal with transactions in the $10 - $100m valuation range. For transactions <$2 million, your best option would be to work with local business brokers.
