2. During This Session You Will Learn:
What is a Business Succession Plan
Why does every business need one
The components of a succession plan
How to start the process
Adapted from Business Succession Planning Model, Community Futures
Meridian Region, Western Economic Diversification Canada
Business Succession Planning
3. Business Succession Plan:
A Business Succession Plan is a multidisciplinary process
providing a comprehensive and strategic approach to guiding
the transition of business ownership.
It is a roadmap…you can never start too early
It is to be a dynamic document…changes with you
Used as a guide to manage the issues of transition
It allows the business owner to anticipate and manage change
Should be coordinated with the owner’s estate plan
Unique to each owner… “one size does not fit all”
Business Succession Planning
4. Why do you need one?:
Business Succession Planning
5. Why do you need one?:
A Business Succession Plan is an important component of any
business’ strategic process. It will aid the business owner in:
Preparing for the time when they will retire
Addressing extreme matters such as illness or death
Securing the survival of the business through transition of ownership
Maximizing the return of the retiring owner’s
investment
Minimizing tax burden at transfer
Business Succession Planning
6. Why do you need one?:
By not preparing a Succession Plan the business owners risk:
Monetary loss due to unexpected estate, gift, and income tax
issues
Huge gaps in wealth from lack of business valuation activities
and financial planning
Jeopardizing the future of the business
Business Succession Planning
7. Why do you need one?:
In summary a Business Succession Plan is needed:
Proactively identify the new owners
Family, employees, third party or combination
To address the orderly departure of owners from a business
To address the transfer of ownership for an unplanned
circumstance (i.e., partnership disagreements,
illness, death)
Business Succession Planning
8. The Reality For Business Owners
80% of business owners are exiting their business to retire,
they are not serial entrepreneurs
The principal fear is “Will I have enough money so that I can fund
my retirement lifestyle without running out of money”?
Other considerations may include wealth transfer to the
next generation, charitable giving, and minimizing taxes
They want to identify the potential buyer/owner
They want to pass along a business legacy
Business Succession Planning
9. The Reality For Business Owners
Typically 50-75% of a business owner’s net worth is in
his/her business assets. The balance is in their personal
real estate & financial investments
You only have ONE chance
to transfer your largest asset
Equities
Real Estate
Business
Business Succession Planning
10. The Reality For Business Owners
Most business owners have only an anecdotal
perception of the value of their business…
“My brother in law knew a guy who had a
business like mine that sold for…”
Relying on this type of perception can lead
to large gaps in future wealth and quality of life
Important to have realistic expectations from
the beginning
Business Succession Planning
11. The Reality For Business Owners
85% of all small business owners do not have a Business
Succession Plan, a wealth management plan, and/or an
advisory team to assist them
Very few start the process early enough to achieve the
maximum benefit of valuation and planning…its never too
early
Business Succession Planning
12. The Reality For Business Owners
Ideally the process should start when the business starts or
becomes viable. It should encompass:
Entity structure
Owners as individuals
Shareholder, member, or partnership agreement
Business Succession Planning
13. There Are Only 5 Places Your Money Can Go
and/or Creditors
Business Succession Planning
14. …And the 5th Place Your Money Can Go
Your advisors…pay a few modestly at the beginning and along
the way
…Or pay many handsomely at the end
A Business Succession Plan will let YOU decide where your hard
earned assets end up
Business Succession Planning
15. Components of the Business
Succession Plan
Business Succession Planning
16. Components of the Business
Succession Plan
Establishing Goals and Objectives
Family Involvement in the Process
Identifying Successors
Estate Planning
Contingency Planning
Entity Structure, Transfer Methods, Taxes
Business Valuation
Exit Strategy
Implement & Follow-Up
Business Succession Planning
18. Establishing Goals and Objectives
Owner retirement goals
How do you plan to spend your retirement?
Family member goals
Involved/not involved in business?
How will they be impacted?
Goals of other stakeholders (partners, employees)
Will business transfer to them?
How will the business operate during transition?
Goals for addressing disagreements, illness, and death
Assessing your risk tolerance
Business Succession Planning
20. Family Involvement in the Process
Communication
Establish a formal process of communication
Process for hearing concerns & opinions
Process for handling family change & disputes
Divorce, death, injury
May involve outside help (lawyers, accountants)
Family vision for the business
Relationship between family & business
Separate the two
Business Succession Planning
22. Indentifying Successors
Who will take over the business
Partner, Family member, employee, third party buyer
Training Successors
Establish a training plan
Build support for successors
Among family members, employees, customers, suppliers
Teach successor to build vision for the business
It may be different from yours
All affected parties must be “on board”
Business Succession Planning
24. Estate Planning
Provision for family members
Develop Estate and Personal Financial plans for owners, spouses, family
members
Active & Non-active family members
Other financial considerations
Financial issues relating to the transfer of the business
Plan for the value at exit, provision for gaps
Business Succession Planning
26. Estate Planning
Taxes
Must be carefully considered to retain wealth
Requires professional advice and thought out Exit Plan
Retirement Income
Identify sources and quantity of wealth required
Establish a wealth plan to preserve quality of life
in retirement
Business Succession Planning
29. Contingency Planning
Plans rarely proceed smoothly
Economic downturns
Illness/death of owner or key employee
Natural disasters
Look at “What if” scenarios
Prepare a list of possible situations
Identify the course of action
Formalize it in a legal document
Fund contingencies with insurance or other investment
vehicles
Business Succession Planning
31. Entity Structure, Transfer Methods, Taxes
Identify roles & responsibilities
Family members & key employees should have clearly defined roles
Fill key positions
Management positions
Specialty positions
Structure organization based on the successor
Establish roles for family members
Separate ownership & management roles
Business Succession Planning
32. Entity Structure, Transfer Methods, Taxes
Role of retiring owner
Advisor, Consultant, Chairman of Board
Identify key members of transfer team
Attorneys
Accountant
Intermediary
Business Brokerage or M&A Firm
Financial Partner
Bank, SBA, Venture Capitalist, PEG
Business Succession Planning
33. Entity Structure, Transfer Methods, Taxes
2008 Tax Rates
If taxable income is: The tax is: of the amount
but not over--
Over-- over--
$ 0 $ 16,050 10% $ 0
16,050 65,100 $ 1,605.00 + 15% 16,050
65,100 131,450 8,962.50 + 25% 65,100
131,450 200,300 25,550.00 + 28% 131,450
200,300 357,700 44,828.00 + 33% 200,300
357,700 .... 96,770.00 + 35% 357,700
Business Succession Planning
34. Entity Structure, Transfer Methods,
Taxes
2008 Tax Rates
Generally, gain from the sale of long-term (held more than 12 months)
capital assets and qualified dividend income are subject to a maximum
capital gains tax rate of 15% (0% for individuals in the 10% or 15% tax
bracket through 2010).
Business Succession Planning
36. Business Valuation
Identifies what is being sold
Inventory, Equipment, Real Estate, Stock
Establishes profitability
Assesses risk
Identifies value drivers
Scans marketplace
Considers financing strategies
Establishes relationship between earnings and value
Should be done cyclically with business planning
Business Succession Planning
37. Business Valuation
Exit Avenue Method Authority Standard
Employees ESOP Fair Market Value with
discounts for
or IRS
Trust
marketability & minority
Family Gifting
share
Market Value
Managers MBO Managers or
Buy Sell Agreements Investment Value
Unrelated 3rd Party Direct Asset Buyer Market Valuation
Individual or or & Strategic & Synergistic
Strategic Stock Sale Seller Value Applied
Business Succession Planning
38. Strategies for Maximizing Value
Value your business early… and often
Focus on implementing business improvements
Clean financial records & systems
Clear ownership and control of intellectual & tangible property
Owner is not the key employee
Succession plan for key management positions
Policy manual exists and is updated regularly
Customer concentration issues addressed
Facility and operation is clean and orderly
Minimal overlap between owner’s personal
and business expenses
Business Succession Planning
40. Exit Strategy
Transfer method
Family, employees, third party
Establishes timelines
Identifies schedule for implementation
Published & distributed to stakeholders
Clarifies roles and responsibilities
Allows resolution for issues prior to transfer
Aids in ensuring owner’s whishes are adhered
to in case of illness or death
Business Succession Planning
41. Implementation & Follow-Up
Review on same cycle as business planning
Update & modify as circumstances change
Conduct business valuations on same cycle to ensure that
business is on track
Business Succession Planning
42. Most business owners spend more time planning a family vacation
than how to exit from their business.
This is not due to a lack of desire or intelligence.
It is simply because they don’t know how or where to begin.
The vast majority of owners are unaware there is a specific planning
and implementation process that can help ensure they achieve their
objectives.
Business Succession Planning