Selling a business on Curacao

22 juli 2015

Do you want to sell your company on Curacao?

Advice on selling your company on Curacao

Selling your business is an important step in your life. If you decide to sell your company now, this does not mean that you will be able to enjoy your pension in 3 months. What you have worked on for years, of course, you do not transfer in a very short time. This must be done carefully and it takes time because you want to find the right person for this.
Main points to consider when selling a company in Curacao:

  • Determining the value
  • Create a profile of the seller
  • Preparing the company for sale
  • Looking for a suitable acquisition candidatekan
  • Starting the negotiation process
  • Closing the deal

Valuation

How much is your company worth  and what is the desired amount that you want to keep. The latter has everything to do with your personal situation and the reason for the sale. There are various motives to sell your company on Curacao. Perhaps you are looking for a new challenge or you have reached an age where you want to take things a little easier or it all has to do with a conflict in private or work environment. It is always wise to have an external party with expertise give an opinion in this area, an external party is not emotionally involved in the case and has experience with valuations

How do you wish to transfer the company?

Do you wish to transfer the entire company or do you only sell the inventory and customer base? If the location is owned, you can consider keeping the property in your possession and renting it out to the new entrepreneur. The advantage of keeping the property in your own possession is that by calculating a higher rent than is in line with the market, you can reduce the acquisition sum, so that the buyer has more cash flow left to invest in the business.

A share transaction is most common on Curacao

The majority of business transfers take place through a share transfer. The main reason is that the seller usually makes this a requirement. Certainly a seller with patience or with a popular company on Curacao can make that requirement. In addition, it is much easier for the buyer to take over shares than taking over liabilities and assets and converting all associated agreements with suppliers and customers.

How much is your company worth?

It is probably the first and most important question you asked yourself when you thought about selling your business on Curacao: what is my business worth? We can talk with you for hours about this and apply many formulas, but in the end it is the market that determines what your company is worth and that is why it is wise to hire an experienced mediator for this, because he knows the market like no other. and the formulas used for calculations. In the past, only turnover was considered, but nowadays there is more to it.

Make a good plan if you want to sell your business

It is important to plan the sales process, so that not only does not get lost, but you can also monitor whether you are on schedule.
List for yourself why you want to sell, view the real sales opportunities and how you will implement it. Put as much as possible on paper and read it regularly and you will see that you adjust something every time.

Are you going to sell yourself or will you hire an expert?

Of course you can also sell your company on Curacao yourself, there are plenty of examples where the owner has found the right buyer himself. Engaging an intermediary naturally entails costs. The average fee for a sale is 10% of the sales price. If you are going to engage individual consultants for certain processes, that can also be quite expensive. Depending on the assignment, an accountant or business advisor in Curacao quickly charges NAF 250 to 400 per hour in addition to the legal knowledge that the business broker has   you can also use his network and experiences when negotiating that can ultimately lead to a much better end result to lead.
Depending on the size of the company, it is wise to engage multiple parties, such as an accountant for the financial settlement, a lawyer for the legal part and a business broker to close the deal.

Prepare your business for sale

A company that has been prepared for sale is much easier to sell, the successor can immediately focus on its core tasks. Make sure that the administration is in order, agreements with buyers and suppliers are available for inspection and everything runs smoothly in your organization

How do you find the right acquisition candidate?

It will be the first question that will come to your mind: who is going to take over my company? There are several types of buyers in the market

  1. Management buy-in

    In a management buy-in  (MBI), an outsider (private person) takes over your company in whole or in part. The most common MBI candidate is an experienced manager with solid work experience at a large company and with own resources to finance the takeover of your company.
    Entrepreneurs who have already sold a business and are ready for something new are also a very good potential candidate. Often these are relatively young entrepreneurs who want to get back to work after a rest period and decide to take over a company in Curacao because they like to want to work in the warm climate. This category is close to an investor, with the main difference that this ex-entrepreneur is actively and operationally involved in the company in which he purchases.

  2. Management buyout

    In a management buy-out  (MBO) you transfer your company to one or more employees within your company. Often this is the second man or manager in charge of a key department of the company or the current management team. If there are several shareholders in your company, one of the other shareholders can also be the buyer (of your shares).

  3. Strategic takeover

    With a strategic takeover on Curacao you sell your company to another company. This can be a direct competitor or a company that is interested in your customer base to then allow cross-selling to take place, a strategic party or a financial party. Being bought up by a competitor or a company that connects to your services or products that you provide will in most cases result in the highest selling price.

  4. investor

    Investors   on Curacao are always interested in companies with a lot of growth potential. For small and medium-sized enterprises, this buyer is often an investment company. This investor generally uses the money of large private investors and mutual funds to make purchases. An investor usually stays in the background and has an advisory role.

Negotiate the sale price and conditions

If you are going to sell your company, you usually negotiate with one or more parties and only one party comes to a letter of intent. After signing this agreement, the takeover candidate will usually conduct a thorough feasibility study.

Determine the floor price and conditions for yourself

First, set a clear limit for yourself. What is the minimum price you want for your company and under what conditions

Know when to say no

Never focus too much on 1 candidate, another candidate will come along, so dare to end a process that you have invested time in and look for a better candidate. Know what you do and don’t want to negotiate about. For some entrepreneurs on Curacao, the company name is sacred. Other entrepreneurs want their staff to be treated properly and certainly with some loyal servants from the very beginning. They will want assurances from the buyer that these people will not be fired after the transfer.
To sell your company on Curacao it is important that the buyer gets a click with your company during the negotiations. So make sure you know what type of buyer you are negotiating with. A strategic buyer usually only looks at the numbers and is more likely to get a click when you show him growth opportunities. With an emotional buyer it is wiser to emphasize the pleasant working atmosphere and clientele.
As the negotiations progress, the higher level of click between buyer and the company works in your favor. If the click is really there, it becomes increasingly difficult for the potential buyer to stop the negotiations and cancel the sale. both mentally and because of the costs incurred. At such a moment, the seller’s position is stronger than that of the buyer.

Who will be the first to name the price?

If you offer your company for sale through a broker, a possible sale price has already been discussed and you as a seller will attach a price tag to the company. Make sure that the asking price is well substantiated by means of a valuation report and profit forecast.

Important Point of Attention: Warranties and Disclaimers

Make sure that after the sale you are not liable for disappointing results and agreements that are not met, have this investigated by a lawyer and make sure that certain matters and liability are included in the purchase agreement.

Research duty

The inclusion of guarantees does not mean that the buyer can wait, on the contrary. The buyer has a legal obligation to investigate: if during the takeover investigation the buyer finds out – or could have come to know – that there is or threatens to be a breach of the guarantees, he can no longer invoke this later. If the buyer encounters a concrete risk, a guarantee is not sufficient; he will then have to include an indemnity in the contract.

Closing the deal

The final piece (the closing) of the company sale is the signing of all documents (purchase agreement, deed of transfer) at the notary. With the signing of the purchase agreement, the share transfer itself has not yet been arranged. This requires a notarial deed of transfer. The buyer is the new owner of the shares only after the deed of transfer has been signed.
Whether or not to engage a notary for the transfer de
The delivery of the shares will only take place if you have certainty about receiving the purchase price. The notary monitors this. On the day of delivery, the buyer’s bank (or another financier such as an investor) deposits the purchase amount into the notary’s escrow account. Before the notary makes the delivery, he calls the bank to ask whether the money has indeed arrived.
A visit to the notary is not required for an asset/liability transaction; after all, there is no transfer of shares. Because large amounts are often involved in such a transaction, a notary is usually involved. He is then mainly charged with managing the money flows in the right direction.
 

If you would like to know more about transferring a company on Curacao, please contact me at adriaan@sunlife.realty

You can visit our Facebook and Instagram pages to have a look at our latest listings.

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