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A sale of going concern is a transaction where a business is sold as a whole, including its assets, liabilities, and operations. This type of sale is often preferred by buyers as it allows them to acquire a business with a proven track record and existing customer base.
The sale of a going concern can be a complex process, involving multiple stakeholders and requiring careful planning and execution. A thorough understanding of the business's financials, operations, and market position is essential to determine its value.
A going concern sale typically involves the transfer of all assets, including tangible and intangible assets, such as property, equipment, and intellectual property. The sale also includes the assumption of liabilities, which can be a significant factor in determining the sale price.
The sale of a going concern can be a good option for businesses that are struggling financially, as it allows them to exit the market and distribute assets to creditors or shareholders.
What Is a Going Concern?
A going concern is a business that is expected to continue operating for the foreseeable future, generating revenue and profits.
In accounting, a going concern is assumed to be the normal operating condition of a business, where it is expected to be able to meet its financial obligations as they come due.
A going concern is not a business that is being sold off its assets, but rather one that is being sold as a whole, with its assets, liabilities, and operations intact.
The sale of a going concern is typically done through a business transfer, where the buyer assumes the business's liabilities and takes over its operations.
The going concern concept is important in accounting because it allows businesses to value their assets and liabilities on the basis that they will continue to operate and generate revenue.
A business is considered a going concern if it has a viable business plan, a stable financial position, and a strong management team in place.
Importance and Benefits
The sale of a going concern can have a significant impact on various stakeholders. Continuity is ensured, allowing for a seamless transition of business operations from one owner to another.
This continuity is beneficial for employees, as their jobs are more secure since the business isn't winding up. Employee security is a key advantage of a going concern.
Stakeholders such as creditors, suppliers, and customers maintain their trust in the business as they expect it to continue operating. This trust is built on the going concern principle.
The going concern principle is foundational in financial accounting and assures stakeholders that the company plans to continue its operations and meet its financial obligations. This affects how assets and liabilities are recorded.
A business operating as a going concern usually has a higher valuation compared to one that's liquidating. This is a significant benefit for sellers and investors.
Key indicators of a going concern include:
- Continuity: Ensures a seamless transition of business operations.
- Employee security: Jobs are more secure as the business isn’t winding up.
- Stakeholder trust: Creditors, suppliers, and customers maintain their trust in the business.
- Valuation: A business operating as a going concern usually has a higher valuation.
Valuation and Calculation
Calculating the value of a business as a going concern involves several methodologies, including projecting future earnings and discounting them to present value, evaluating the current value of all business assets, and comparing with similar businesses in the market.
These approaches should be combined with an analysis of liabilities, contracts, and potential future risks to get an accurate business valuation. A combination of these approaches will give a more comprehensive picture of the business's value.
To calculate the value of a business as a going concern, you can use the following methods:
- Earnings-based approach
- Asset-based approach
- Market-based approach
Keep in mind that going concern value assumes the company will remain in business indefinitely and continue to be profitable.
What Is Value?
Value is a concept that's often misunderstood, but it's actually quite straightforward. Going concern value is a type of value that assumes a company will remain in business indefinitely and continue to be profitable.
This kind of value is also known as total value, and it's the value of a company if it's able to continue operating and earning a profit.
Business Calculation
Calculating the value of a business is a crucial step in determining its worth. This involves considering the company's potential to earn future profits, which is the core of the going concern value.
To calculate a business as a going concern, analysts use several methodologies, including the earnings-based approach, asset-based approach, and market-based approach. These methods help project future earnings, evaluate current assets, and compare the company to similar businesses in the market.
Calculating the value of a business as a going concern typically involves a combination of these approaches, along with an analysis of liabilities, contracts, and potential future risks. This gives an accurate business valuation.
The going concern value is typically much higher than the liquidation value because it includes intangible assets, customer loyalty, and potential for future returns. In contrast, the liquidation value is the value received from selling the company's assets one by one or all together.
A company's going concern value can be calculated using the discounted cash flow (DCF) method, which assumes future profitability. This method is often used to value a company's potential to earn future profits.
A business should always be considered a going concern unless there is a good reason to believe that it will be going out of business. This is because a going concern has the ability to continue to earn a profit, which contributes to its value.
Here are the key methodologies used to calculate a business as a going concern:
- Earnings-based approach: Projecting future earnings and discounting them to present value.
- Asset-based approach: Evaluating the current value of all business assets.
- Market-based approach: Comparing with similar businesses in the market.
Sale Process and Impact
In a sale of a going concern, the new owner typically intends to keep the business trading as usual. This means the sale usually includes all the business's assets.
The buyer should instruct a team of legal and financial advisers to review the sale documentation, as this is crucial to ensure a smooth transaction.
The sale typically involves the transfer of equipment, property, and machinery, as well as trade secrets, branding, trademarks, and Intellectual Property (IP). This ensures that the business can continue to operate without interruption.
Rights to land, including commercial leases and rental periods, are also usually included in the sale. This is essential for the new owner to maintain the business's operations.
The buyer will also receive details of every client, contact, and supplier, which is vital for the business's continuity. This information can be used to maintain relationships and ensure a seamless transition.
The sale of a going concern often involves the continuous employment of every staff member as of the point of business transfer. This helps to maintain the business's expertise and knowledge.
Here are the key assets typically included in a sale of a going concern:
- Equipment, property, and machinery
- Trade secrets, branding, trademarks, and Intellectual Property (IP)
- Rights to land (including commercial leases and rental periods)
- Details of every client, contact, and supplier
- Continuous employment of every staff member
Sources
- https://chambers.com/articles/sale-as-a-going-concern-alternative-in-liquidation
- https://corporatefinanceinstitute.com/resources/accounting/going-concern/
- https://www.investopedia.com/terms/g/going_concern_value.asp
- https://dexteritypartners.co.uk/post/what-does-it-mean-to-sell-a-business-as-a-going-concern/
- https://legalvision.co.uk/business-sale-purchase/sale-of-business-as-a-going-concern/
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