You might have had your Amazon-based business for a decade or only a few years, but if you are reading this, you might be thinking that it is time to move on to your next venture or simply take a break for a while. After all, you have put a lot of work into your business thus far and likely have made a significant investment into it.
Yet because you put so much of your time, effort, and money into your Amazon business, you want to make sure that its sale happens correctly and that you get what your business is worth, if not more. Getting the wrong price could make you feel like you wasted months or even years of your life.
Yet there is no need to worry, as we are here to walk you through the basics and guide you through getting the right price and the right process, as well as avoiding some of the potential pitfalls that come with selling any business, much less an online one.
We would also like to note that while we compiled and researched as much as possible relating to the topic, we are not lawyers. You should consult multiple types of professionals when selling your business. There is a lot that can change over time relating to the sale of a business or anything involving Amazon. While we will try to stay as current as possible with the topic, double-check and consult a professional when you feel the need.
With that out of the way, let us start and go through some FAQs and each of the steps needed to sell your business:
Frequently Asked Questions
There are a few things Amazon business owners frequently ask before or when they are selling their business. So, to clear up any confusion or misconceptions ahead of time, we have decided to include them and their answers first.
For Starters, Can You Sell or Transfer an Amazon Account?
Yes, you can transfer an Amazon account. The acquirer needs to setup a new seller account and move the business over in a mitigation process. An ecommerce lawyer or broker specialist who has done this before will be able to advise in the process. Getting this wrong can cause an account to be suspended for weeks at a time because any changes to the account triggers the Amazon fraud prevention software. Transfer should be done in stages and don’t make all changes at one (change bank account, email on file etc)
When Should I Sell My Business? How Old Should My Amazon Business Be?
On a personal level, the answer will be different for everyone. It could be that you want to retire soon and would like to sell your Amazon business to relieve yourself of the burden. On the other hand, perhaps you simply are not as interested as you used to be and would like to offload this source of stress in your life, even if you have someone managing it for you.
In practical terms, you should wait until your Amazon business is at least a few years old (about 24 months) before you consider selling it. Potential buyers will be less apt to pay what you would like for your business before that point, seeing the risks of a new business. There are examples of Amazon businesses being sold before this, but in those cases, the businesses had clear structures, clear plans, strong branding, and overall solid foundations for the future, beyond what one usually finds.
Is There a Right Time to Sell My Business?
As many Amazon businesses are seasonal (sales can often go up around early summertime and before Christmas for many sellers), you may wonder if there is a perfect time to sell a business or whether there is a month or season to do so.
And the answer is at times, perhaps, but not really. There can always be a justification to hang on for another month or two to get things better situated or improve the metrics. Amazon businesses may vary in what season gets the most business. In terms of buying and selling businesses, there will be busier and less busy seasons for buying them based on the economy and other factors, but this is less likely to affect the value of your business than the number of potential buyers you get. If you hold firm to your value, you should eventually get a bite.
If you think that you will have an absolutely fantastic season up ahead, far beyond what you made last year, you may want to wait until it is over or start late enough to ensure buyers would consider the season in the numbers. Outside of this, get ready to begin the process when you are ready to.
How Long Should All of this Take?
This is a more complicated question than you might think, and the true answer is that it varies significantly from business to business. There is no one-size-fits-all approach to selling an Amazon business, though the main steps will remain the same. Due diligence and negotiation might take longer for some businesses than others, and transition and training steps post-sale can vary based on the sale agreement. We will attempt to provide a range to go by with each step where it might be relevant, but note that your experience may vary from the norm, especially if your Amazon business is non-standard.
Who is the best broker to sell my Amazon business? This depends on the size of the deal. Small deals (under $500,000 in revenue) might be best to use a service like bizbuysell.com. For medium companies, try digitalexits.com as they specialize in selling companies with $500,000 to $5M in yearly revenue. For larger companies, over $5m in revenue try an investment bank like businessexits.com
Step One: Getting Your Information in Order
Before you even think of selling your Amazon business, you need to gather information on your business so that you can present it to professionals and later to potential buyers. The entire process of buying and selling an Amazon business (or any business) depends far more on the numbers and how you present them and that they are presented accurately.
We know that if you have succeeded with your Amazon business to the point where you can sell it that you know your business inside and out and likely have kept accurate records to run your business better. At the very least, you know how to use the tools provided to get data and keep track of what to order more of and what to stop (among many other things). Yet how you organize and maintain records might not be best for the selling process, and here we hope to compromise the difference.
Take as much time as you need with this step. We understand that you will still be weighing the decision to sell during this stage and perhaps wondering if now is the right time and whether a delay would be appropriate.
Financials
Going back to the start of your Amazon business, which you may have started as a small side project and as such might not have such detailed records of, can seem like a daunting task. But it is vitally important that you work to get all the information you can about your business and are careful to keep it up to date. Otherwise, you will not get the best price for your business or run into an issue during due diligence.
Overall, you will need every financial record you can find, but you may want to start with the following:
- Have a clear profit and loss statement, ideally with as much information as possible. For business owners who use Xero or QuickBooks programs, you can likely get most of this quite quickly and get a report ready to go, though you will want to double-check it to make sure nothing is missing.
- Most brokers will be happy to help you with this step and work with you (or find someone) to get this done well.
- When it comes to your own expenses and salary, you should be sure to have these prepared as well, and you do not need to worry about these costs taking away from the value of your business. They will be listed on an “add back schedule” and effectively returned to earnings calculations.
- These can include travel expenses, charitable contributions, other perks, and more. Effectively this will list any expense the new owner will not need to be obligated towards or worried about on the add-back schedule.
- Amazon fees can be a divisive subject in terms of the final statements. Some CPAs (and therefore brokers) will want to note their deduction as an expense, while others will simply want to record the deposits and move on. Either case is fine when selling a business, and your broker will have a preference and work from there. So long as you have the information, you will be able to rearrange it later as needed.
- On a related note to the above, having clean and transparent financial information does not mean avoiding taking advantage of tax breaks and opportunities that come your way. It simply means that you should have clear records of any such things.
Dealing with Taxes
Tax information is important, but tax information and the online world do not always mix so easily, especially when it comes to eCommerce. The rules and regulations regarding taxes are confusing at the best of times and completely unknown at the worst of times. However, no potential buyer wants to obtain a business with tax issues or unclear information, so taxes must be dealt with ahead of time.
If possible, make sure that all your taxes are paid properly for your business and that all your taxes are in order. You may wish to hire the services of an accountant or tax professional for this. While those services might not be cheap, you will also certainly make a return on the greater confidence you will have when selling your business and the better position you will be in when talking with potential buyers.
There might even be the question of whether your business pays sales taxes at all, as sales taxes can be different for each state (if they even exist in your state). This is a complicated issue and something we simply do not have the space to go into here. Instead, we recommend you seek expert help regarding what degree your Amazon business should be paying sales taxes and that you do some additional research to help you prepare for the future.
Additional Records
On top of tax concerns, there might also be additional records that you are keeping that might be helpful to a potential buyer. They can include employee records, notes on the business, general information related to your competitors, plans to improve the business and more. In general, anything related to your business that might not be a number or a clear record. While brokers or potential buyers might not even ask for this information, you can use it to explain the business better, how you operate, and some of the ways it stands out.
You will also want to consider current inventory when getting information together. While it will undoubtedly change over time and over the few months it takes to sell your business (if not longer), having the information available as an example will be helpful, and knowing how to get it easily will help when you need it. The inventory and its value are part of your business that is to be sold, after all. While exact inventory value can be challenging to determine in a changing market, you can get together information such as your regular sale price, cost of acquisition, and storage expenses.
Instructions and Processes
What makes your Amazon business better and different from all the other Amazon businesses out there? What makes it so successful in an incredibly competitive market? This is something that potential buyers will want to know, partially out of interest in your business’s success and to understand how you found success in the first place. Essentially, is there a methodology or strategy behind your success, or were you just lucky and your business could topple over at any time?
Now you do not need to give up your trade secrets to any person who comes along and is interested in the business but being able to get your information in order means that you will be able to answer questions in just enough detail that is comfortable to you. Eventually, if and when you sell the business, there will likely be a period of training and transition during which you can confidently go over every last step and detail.
Step Two: Determining the Value of Your Business
When looking to sell your business, you need to know where to start when determining what value to list it for through your broker. It will likely not be an exact number but a range you can negotiate from. All of this is both an objective and subjective process, depending on which step you look at and who you are working with.
You also do not need to come to a final number yourself, and you should go over the final figures with your broker. Nonetheless, you should try and get a ballpark number for yourself to set some expectations and have a better idea as to whether you want to move forward with the process.
While business valuation in practice is a much more complicated process with many more factors involved, we recommend getting started with the following:
Start with the SDE
While a lot goes into determining the value of a business (which we will go over shortly), the critical factor to start with is the Seller’s Discretionary Earnings for the past 12 months. The SDE for previous years might also be important, but given how rapidly things can change on Amazon, recent earnings will have a greater weight than one might expect from other types of businesses. After all, a new company can come up and wipe out the competition in a matter of months.
So, what exactly is SDE? It is the amount of money that remains after all the core or essential expenditures have been accounted for. It is generally a multiple of this (often 2.5 to 3 times) that is the starting value for selling a business. Therefore, getting it right is vital, or all other calculations will fall through or be meaningless. It is typically for 12 months, as this is important for Amazon businesses that are a bit more seasonal. Still, you should have it ready for individual months and longer periods as well.
What Can Affect the Value of a Business?
Get ready, as this can be a bit of a long list. As you might expect, value can come from expected and unexpected places. The shortlist includes:
- The Trailing 12-month SDE
- Growth Opportunities on Amazon
- Growth Opportunities Outside of Amazon
- The Level of Competition on Amazon
- The Level of Competition Outside of Amazon
- Brand Ownership
- Trademarks and Copyrights Owned
- Patents Owned
- The Expected Future of the Market
- The Condition of the Economy
- Countries and Regions of Operation
- Any Barriers to Entry for Either Other Businesses or a New Owner
- The Age of the Business
- Staff Numbers, Experience, and Contracts
- Margins
- Number and Quality of the Amazon Account’s Ratings and Reviews
- Total Revenue
- Niches of Operation
- Business Transferability
- Processes and Strategies Outlined
- The Trajectory of the Business
- Assets Owned
- Inventory and Inventory Requirements
- Additional Factors
On top of all the above, there might be additional assets or factors that you may want to consider. If you can think of them now, write them down and be sure to mention them to accountants and brokers in the future. If you believe it is important, do not hesitate to mention it. You know your business like no one else.
Also, there are plenty of guides on website and online business valuation online, and we recommend that you consult a few of them. Just note that buyers might treat your Amazon business differently than a standard eCommerce business, and as such, you should try to find further resources relating specifically to them.
Again, as with the first step, take as long as you feel you need to for this step and think it over carefully. Just be aware that as time goes on, you will need to update your information appropriately. Time marches on, and buying trends will change for your business even as you are trying to sell it.
Step Three: Consider the Costs of Selling
While broker fees and other professional help can be completely reasonable in their rates, that is not to say that there is no cost to selling your business. There are fees, taxes, and more to consider, and when they are all tallied up, you could be taking away quite a bit less from the whole process than you might expect. This might (perfectly reasonably) make you change your mind about selling now.
Some of the significant costs to consider are:
Broker
If you are using a broker to sell your business (something we cannot possibly recommend enough, and in some cases might as well be required), the broker’s fee is generally 10 percent. It might be a bit more for a smaller sale (in terms of end sale value) and perhaps a bit less for a larger deal. You should plan around this number, if not a bit more.
You can, of course, shop around for the right broker for you (and you should absolutely do this), but note that you often get what you pay for, and a discount broker often leads to a discount service. Considering that a good broker more than makes up for their expense, do not cut costs here if you can help it.
Brokers have slight variations on how they calculate their fee, so please ask questions of any broker you contact.
Here are some suggestions for the best business brokers to sell your business:
- bizbuysell.com– Best for small amazon businesses under $500,000 in yearly revenue
- digitalexits.com – Best for Amazon businesses making $500,000 to $5 million in yearly revenue
- businessexits.com Best for Amazon businesses making over $5 million in yearly revenue
Legal Fees
The selling and transfer of ownership of any business involve a fair amount of documentation, both legal-related and general. These documents and other tasks will require legal services, which you likely know at this point are not cheap. There will be Letters of Intent and Asset Purchase Agreements to arrange, and those will need to be refined or adjusted, even if your broker starts with a template there.
Your broker will almost certainly have contacts or their own set of lawyers that will help move things along. You should set aside at least several thousand dollars for legal fees for the sale of your business, perhaps a bit more for a larger sale. If you have to pay more than $6,000 or so in legal fees, you should know why or you should start asking questions, though paying more is certainly within the realm of possibility.
Taxes
Taxes will vary based on the state you are in as well as the country you are in. We will focus on the United States here, and we recommend you consult a professional in this instance based on where you are. Taxes, as you know, can be complicated, but they are necessary.
What should you expect to pay? The federal capital gains tax is 18.9 percent, and state taxes will vary, though on average, they are about 7 percent or just a bit lower (you should check the specifics for your state). Therefore, you can expect total taxes to equal about a quarter of the sale value after the broker commission is taken out.
Note that inventory is generally a separate sale and will have separate considerations unless specified in a contract. If your Amazon business holds little or no inventory, then this will naturally not be a concern.
There are also personal tax considerations to consider here. How will the sale of your business affect the amount of taxes you owe, either this year or next year (depending on when the deal is finalized)? Does your Amazon business provide you with certain tax deductions or advantages that you can take advantage of, and would the sale of the business heavily impact that? These are all critical questions, and if you own an Amazon business, you should employ a professional to figure this out for you.
Setting a Goal or Target Value
For all the costs listed above, the value you place on your business, and the work involved in selling, most business owners place a target or minimum sell value on their Amazon business and do not sell below this. This is a perfectly reasonable position to take, and you may wish to consult with experts about what such a value might look like to you. You will have to be reasonable about it, of course, lest you bring it to market and no one gives your business a second glance, but there is a good balance to be had.
If you find that your goal or target value is not realistically attainable with the metrics your business is producing right now, you may wish to wait until your business grows and improves, letting you reach your goal at the right time. There might be alternative solutions to why you are trying to sell your business, such as expanding into different niches with what you have or hiring a manager to take care of the day-to-day.
Remember, the only wrong path forward at this point is the one that you will regret.
Step Four: Finding a Brokerage to Work with and Signing an Engagement Letter
To sell your Amazon business or any business, we cannot state enough the importance of having a broker or brokerage firm work with you. While they do take a fee, they know how to negotiate, how to handle the legal side of things (or at least who to contact should something come up), how to best evaluate a business, and how to market your business. They can do a lot of the work while you focus on continuing to run your business or set up your next venture.
There is also the simple fact that people go to them looking for a business to buy instead of whatever you might be able to set up on your own. Would you feel better going to an established dealership to buy a car or someone making a relatively undetailed listing on Facebook?
What to Look for in a Broker
Every person will want something just a bit different from their broker, and this is a good thing, considering every client and business to be sold will have different needs. Nonetheless, there are some qualities you should always look for, including the following:
Professionalism
Your broker by no means needs to be a stiff or a robotic bureaucracy. Still, they need to be committed to working in your best interests, making sure they handle everything possible on their end to ensure the best price for you and work in a timely manner so that you can move forward on your schedule, not theirs. They should also be available (within reason) and give you a status update when needed. A good broker should always be on top of things, not reacting to what happens.
Yet above all else, you need to consider what professionalism means to you, what can make a good impression to you from a broker, and look for that. You must be able to trust your broker and have confidence in them, and professionalism above all else inspires confidence in clients.
Confidentiality
Part of the professionalism you look for from a broker should be a sense of confidentiality. While selling your business does not have to be a top-secret venture, potential buyers need to know who you are and the details of your business. A good broker can weed out the potential buyers who aren’t genuinely interested and allow you to maintain a good sense of privacy regarding your business, at least until you are willing to sell. After all, there is a lot of sensitive information at work, and you do not want to let your business’ information get into the hands of the competition.
Just because you are shopping your business around does not mean that you will sell it, and a broker can work to sell your business and market it without giving out a complete set of identifying details.
Communication
Selling a business can be a slow process and, at times, a much faster one. You will want to get in easy contact with your broker in both circumstances, and your broker should regularly be sending you information or contacting you about their ongoing efforts. While sometimes no news is to be expected, you should always have someone you can call with questions or get a status update. The exact nature of your arrangement will depend on which brokerage you work with, but the simple fact remains: communication matters most in such an important process as this.
It’s not just the amount of communication but the quality of communication. A broker should listen attentively to what you want and what your business is like. Many business owners care about what happens to their employees after they sell their business, and a good broker will note this. Similarly, good brokers might take note of cultural fit for buyers and other aspects to find a better fit and not waste the time of both a seller and potential buyer.
It can be hard to spot good communication from a broker at first glance but note how they treat you and your business during initial calls and meetings before any commitment. If down the line you feel they are not living up to expectations? Let them know, and then move on if improvements aren’t made.
Experience and Previous Results
Every broker needs to start somewhere, but they do not need to start with you. When you are selling your business, look for a broker or professionals working in the industry for years and who know what they are doing. They should have a method to conduct their business. They should have either references or testimonials. They should have a list of previous sales (or at least a select list of higher-profile clients, as understandably, some might want their business to be more confidential).
The above being said, do not simply go with a broker resting on their laurels either. The world of business and marketing is evolving rapidly, often considering new online methods and technologies to better serve clients and get their businesses out there. A broker that is not considering new methodologies and not keeping up is a broker you do not want to work with, no matter what they did five years ago.
If you want evidence of experience, ask a potential broker what their general sales strategy would be. They do not need to give up trade secrets, but they should provide a solid answer and confidently state their guiding principles.
The Engagement Letter
After you think you have a brokerage that will be best for you, an engagement letter (it might go by another name depending on the brokerage) will be required, spelling out the agreement between you and your broker. The good news is that they do not have to be too complicated and should be easy to review. Primarily, you should look at the following:
The Exclusivity Period: The period in which the brokerage has the exclusive rights to sell your business. While a few months at least is a standard (you should give a brokerage at least three months to find potential buyers), there is also the matter of making sure you can move on if you do not get the results you expect. As such, the initial exclusivity period should not be too long. There should also be terms for continuing the agreement in the engagement letter should the initial period run out.
Non-Exclusive Arrangements: While a non-exclusive arrangement sounds best for the seller on paper, it can lead to a lot of confusion. With a non-exclusive arrangement, buyers might not know exactly who to work with, and brokers may compete a bit too heavily, not putting your interests first. While you should always move on from a broker that is not to your liking, it is best to work with one at a time, albeit without a long-term commitment on your end.
Nonetheless, if you do wish to proceed with a non-exclusive arrangement, you will want to make sure that you can clearly determine the broker selling the company, notify all brokers of any progression, and be clear about any exclusive arrangements you enter in the future, especially any letters of intent.
The Additional Details: On top of the above, there will also be some additional details in the engagement letter. They may be minor terms and procedures, or they might be related to protections for both you and the broker (or potential buyers). Always ask questions, and the broker should always be happy to answer them (if not, that is a sign to not only walk away but run).
If you are worried or confused about anything in the engagement letter, you can always consult a lawyer, preferably one with experience in these types of agreements.
After the engagement letter is signed, it is strongly advised that you follow all guidelines described in it and review it carefully again so that you know what might be next. However, this goes both ways, and you should make sure that the broker is also following any guidelines they set out or themselves. Also, once it is signed, you can start the business of selling property.
Step Five: Preparing Marketing Materials
In a few ways, selling a business is not that much different from selling a home, car, or another high-value asset. You (through your broker, who will do a lot of the heavy lifting here) need to create marketing materials. You need to consider a price (though you will go over this with your broker, so we will not go into it too much more here).
If your broker is doing most of this for you, the best thing you can do is cooperate with them and make sure that you provide them with all information possible and answer questions they have. There will almost certainly be an interview with the broker to create a document (often going by the term prospectus, but sometimes other names) that will tell a buyer everything they need to know at the start. You will likely talk about how the business got started and grew, some of its strengths and weaknesses, and preempt questions potential buyers might have.
A bit further along the process, making sure you are communicating with potential buyers (more on that soon) can aid marketing efforts.
The good news is that nearly all brokers will require potential buyers to sign a non-disclosure agreement (NDA) before allowing them to look at your business in any detail beyond a brief description. Outside of this, people might be able to see your general asking price, the fact that it is an Amazon business, and maybe your niche, but that is about it. This allows you to be open and honest in your materials without worrying about compromising your business.
If you are doing the marketing (which we would not recommend, at least not entirely), then be sure to consult professionals on the subject. You might be an expert at marketing your products and services, but you are likely not an expert at marketing businesses for sale.
Step Six: Communicating with Potential Buyers
Once the listing is up, your primary job as a seller is to let the broker take care of things, run the business as you usually would, and communicate with potential buyers if they are serious and have questions (and they will).
In some cases, you might simply be answering emails for buyers. If you are getting the same questions frequently, you might want to update materials in conjunction with your broker.
As part of communications, and likely somewhat farther along the way, you may have some conference calls with prospective buyers (one at a time, usually) with yourself, the buyer, perhaps a representative of theirs, and your broker. You need to have some sort of call like this before moving forward with the letter of intent. When in these meetings and calls, we recommend the following:
- Make sure to have as much information prepared as possible. Try to be able to answer any question immediately (or make sure your broker can).
- However, try not to be too complicated in your answers. The potential buyer might not be an Amazon or online business expert.
- Often the call is not about the numbers (buyers can check them later) but to see if it is a good fit and you are a trustworthy seller.
- To that end, try to keep your temper, even if the potential buyer is less than amenable. You can always call it off before the letter of intent, and ideally, you can politely combat their misinformed positions. If you do move forward, you will need to make sure that there is goodwill for due diligence.
- If you are uncertain about something, whether about the process or the sale, feel free to defer to your broker. It is what they are there for, and they should be happy to take charge.
- You should not be focusing too much on price negotiations during the call (at least the first one.) This is something you should defer to your broker. Your broker does not need to maintain such a kind relationship and can put up a stronger wall on the price, keeping things fair for you. Additionally, they are far more experienced when it comes to such negotiations.
After what might feel like too many of these calls, you will move forward with one potential buyer to the letter of intent stage.
Step Seven: Preparing the Letter of Intent
The letter of intent from the buyer is simply a document that states that the buyer is serious about acquiring your business and that they wish to look further into it. It also means that you and your broker will generally stop shopping the business around to other potential buyers and effectively give the person (or business) with the letter of intent the opportunity to buy it first. It is the skeleton for the final purchase agreement.
This step involves not all that much effort on your behalf, and most of the effort will instead be from your broker and the potential buyer. In most cases, the LOI is not reviewed by an attorney.
Letters of intent can vary to some degree based on your business and the buyer. The period for due diligence and further negotiations can vary (some businesses are complicated and an extended period for this may be required or welcomed). That being said, most are just a little longer than one month. It is non-binding for the buyer, and based on what the buyer finds in due diligence, they can choose to bow out at any time.
We should note that you have not necessarily agreed to sell the business at this point, and there is still time on your end to back out. While it might not be the best option, both the buyer and the seller should be happy with the potential transaction.
Step Eight: Getting Through Due Diligence
Despite all the work you have put in before, due diligence might be the most brutal, nerve-wracking period of selling your business. After the letter of intent is signed and acknowledged, this period begins with a two to three-week (usually, it can go on a bit longer) period. The buyer double checks all the financials and notes you have provided and explained before. In a sense, you can consider due diligence an inspection of the business to ensure the buyer will be happy with what they are getting and that everything is as the seller described it.
In due diligence, the buyer and their representatives are likely to look at the following:
- Financial Notes
- Vendor and Contractor Relationships
- Documentation, Outstanding Litigation, and Ongoing Agreements
- Reports Related to KPIs
- Additional Documentation and Notes Deemed Important
Often a buyer will put together a list of requests for due diligence. It’s preferable to get together all the requested information as soon as you can. In general, expect to see items you put together at the start of the process, so save and organize everything ahead of time to make the process easier on yourself. Make sure to use PDF files and document any communication to clear up potential misunderstandings.
Your broker can and will help you through this process and provide advice and support where necessary. Due diligence is an in-depth process and something you will need to prepare more for than we can explain in an article.
Potential Errors
Sometimes an error can pop up during due diligence, and it will need to be dealt with. It can range from a hundred dollars or two (easily fixable, though perhaps damaging in the buyer’s confidence of other calculations) to tens of thousands of dollars or more, which can put the entire sale at risk or lose you a lot more overall. Such an error must be dealt with, and the price must be readjusted as a result. The scale of any such readjustment naturally will depend on the scale of the error.
Ideally, though, the buyer will find no significant errors or discrepancies, and you should be able to move forward easily. We cannot state just how important it is to get your financials right and all your information ready in the first place to prevent a potential change in price that can ruin the sale and hours upon hours of previous work.
Step Nine: Preparing an Asset Purchase Agreement
After due diligence, there should not be much in the way of the sale, but you will need to prepare an asset purchase agreement (APA) that will determine the assets to be transferred. Nearly all brokers will have standardized contracts that can be modified as needed. It is a finalization of the letter of intent and should list all the assets included as part of the sale of the business.
Some of the common things related to an Amazon businesses listed in an APA are:
- Websites, URLs, Domains, and Related Accounts
- Customer Lists
- E-commerce Accounts
- Any and all Files and Website Content
- Marketing Materials
- Vendor Contracts and Agreements
- Social Media Accounts
- Policy Documents
- Email Addresses and Phone Numbers Associated Strictly with the Business
- Trademarks and Intellectual Property
- Ongoing Orders
- Contracts, Both Verbal and Written
Of course, there may be other things depending on the exact nature of your Amazon business, and double-checking this will be important. The buyer will do the same on their end and might be somewhat involved in creating the document if only checking it and confirming it thoroughly.
One important note: not all the assets of a company need to be bought or sold. There may be some buildings or assets you do not wish to sell, finding other uses for them, or the buyer doesn’t want them. This is normal and perfectly fine so long as it is reflected in the agreement. Things like computers, vehicles, and furniture are often excluded, especially when online businesses are being sold.
Step Ten: Closing and Transition
After all the above steps and due diligence (which hopefully goes forward without a hitch), you will effectively be ready to close the sale and move forward.
This is something you will need to do, but thankfully it will not be so tricky with an Amazon business.
Above all else, you will need to log into the seller account on Amazon and change the following:
- The admin username and password to something you can tell the buyer (they can later change it as they please once they have full access to the account).
- Any credit card or payment information on file, as well as bank accounts on file. You can either delete this or change it to something the buyer requests.
- Tax information (the EIN will be most relevant here)
- Any associated email addresses, unless the sale also includes the transfer of ownership of those email accounts.
On top of the above, there may be additional assets, websites, and accounts listed in the agreement that require transfer. At this time, you will also want to make those transfers in whatever manner required. We recommend checking in on this beforehand and making appropriate preparations.
In general, the process should not take that long, though you should plan your day around it. It could take a few hours if you work diligently. You may wish to avoid Friday or weekend transfers to keep things moving along properly and prevent confusion or further delays if not everything can be transferred in time or there is a hangup.
After the transfer of assets has been confirmed, an escrow account will confirm everything with both parties and release the funds to the seller. This should not take long, and you should see funds within your specified account within a manner of hours.
Once all of this is complete, you have sold your business and have no further obligations to it outside of those outlined in an agreement related to transition and training. You may wish to notify anyone relevant to the sale that all is done, and you are moving on. However, for the most part, this is between you and the buyer unless some conflict arises (this is rare).
Transition and Training
Depending on what arrangements were made, you might be obligated to provide some training and orientation to the buyer to provide them with a solid start. After all, it can be challenging to get started in a new niche or business. The specifics for this will be laid out in the agreement, though you are not obligated to do anything not listed (though you may if you feel the inclination). It is now the buyer’s business to succeed or fail with. The time allotted for training could be 40 or 80 hours over a few months, though this can vary depending on your desires and those of the buyer. Given that this is an online business, face-to-face training is rarely, if ever necessary. Most training and transition help can be done via a video call with screen share, the telephone, or even email for answering some questions.
Any training and advice given as part of the process should be scheduled, documented, and noted to avoid confusion and make sure no one feels they are getting the short end of the stick. A shared journal that both parties keep separate copies of might be the best option here, and there are plenty of programs that can make all this easy (you have probably used a few already when running your business).
Moving Forward
Once everything is completed, we strongly suggest you move forward with a new project instead of thinking about what is going on with your old business. It is no longer anything for you to worry about. While you have an emotional attachment to the work you put in over the years, moving onto another option or project will be best for everyone involved.
Conclusion
We understand that this is a lot to take in, and we recommend you come back to this piece as you feel the need later, but this is a complex process that can take months (if not years) with many steps and a lot of confirmation and paperwork. We encourage you to take the process slowly, think about what you want from both a sale and a buyer, and how much help you want to take on. In any event, we wish you the absolute best of luck with any future sale and whatever you have planned next.
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