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Buying A Small Business: Earnest Money Deposits Should Be Reasonable

I was speaking with a prospective business buyer the other day - he had just signed up to get business purchase financing through the ProBuy Program on BizBen. He said he wanted the business; however, he was uncomfortable putting down a 10% deposit. The business was $350,000 and he asked if he could lower the deposit requirement to $5,000.

I asked a business broker that day on the phone what his opinion was on earnest money deposits for escrow/bulk sale accounts when selling a small business, here is what he relayed to me on this topic via an email:

"Earnest money deposits serve two purposes.

First, they show the seller that you are serious about buying the business. Secondly, in the event that you as the buyer default on the purchase agreement after due diligence and other contingencies have been removed, the earnest money deposit typically serves as liquidated damages to the seller. Would you as a business owner take an offer for your $350,000 business seriously when it was accompanied by a good faith deposit of only $5,000? Would you allow someone to tie up your business for 30, 45, 60 days or more with only $5,000 in escrow?

On occasion a buyer will write an offer, provide a 10% deposit check and then ask that be held for two to four weeks or more until all contingencies have been removed. A good faith deposit that can’t be deposited is no good faith at all. The contingencies in a purchase agreement protect you as the buyer and if you walk away from the transaction before the contingencies have been released, your deposit will be returned to you less any escrow costs incurred. It is your good faith deposit that is supposed to help protect the Seller in the transaction. If the check can’t be deposited then what good is it? The buyer is literally asking to tie up the Seller’s business for two to four weeks or more with nothing.

The basic rule is this - When there is no money, there is no Buyer. A 10% deposit shows good faith, shows your intent to purchase the business and separates the buyers from the shoppers.

Buying a business is a serious process and offers should not be made lightly. If you don’t know enough about the business to be confident enough to put down a 10% deposit, continue your research until you are more confident. When you are ready to make an offer, show the Seller you are serious about buying his/her business. You will find that your offer will be more readily accepted when it is accompanied by a standard 10% deposit."

If you really want to stand out above the rest, provide a cashiers check for the deposit. Then you truly have shown the Owner/Seller your intention to buy their small business is serious.

Contributor:

Peter Siegel MBA, BizBen Founder, ProBuy, ProSell, ProIntermediary Programs
Name: Peter Siegel, MBA
Company: BizBen.com
Area(s) Served: All Of California
Peter Siegel, MBA - Founder Of BizBen.com (since 1994), I am the Lead Advisor for the ProSell, ProBuy, & ProIntermediary Programs. I advise/coach buyers, sellers, and brokers daily about buying & selling small to mid-sized businesses throughout the Nation. I can be reached direct at 925-785-3118.
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Helpful Resources To Assist In Selling And Buying California Businesses
William F. Ziprick, Attorney: Legal Services For Buyers And Sellers

Through creative problem solving, attention to detail, accessibility, & understanding that unnecessary delay is often a deal killer, I work closely with my clients and other professionals to consistently achieve a high rate of closings. Office: 909-255-8353, Cell: 509-951-7230.

Shalonda Chappel: Escrow & Bulk Sale Services - Southern California

Escrow services to brokers/agents, sellers, & buyers. Established 43 years. Extraordinary service. Experienced with handling difficult transactions. One stop for all your escrow needs: Bulk sales, lien searches, UCC searches, liquor license transfers, publishing & recording services. 951-808-3972.

Jerome Thissen, Broker, National Franchise Sales

BROKERAGE - Specializing in the Resale of Franchise Businesses Since 1978 ASSET RECOVERY - Asset Recovery through Bankruptcy, Receivership & Foreclosure ADVISORY SERVICES - Buy-Side Representation, Valuations, Dispute Consulting, Restructuring Advisory, and Brand Development Advisory ...

Larry Treystman, Business Broker Specialist - Home Health, Hospice

Founder of one of the top consulting firms in the nation specializing in Home Health and Hospice. Helping guide healthcare entrepreneurs through regulations, changes and management. For Change of Ownership applications or anything else related to Home Health please call or email.

Frank Passantino: Pool Routes Brokerage - California

Business brokerage services for over 40 years specializing in pool routes and related businesses throughout California.

Elizabeth McGovern: Escrow Services - San Francisco Bay Area

McGovern Escrow Services, Inc., is a leading independent escrow company. We are a trusted partner with our clients, assisting them through the tangled bulk sale & liquor license transfer process. We provide attentive, quality & innovative customer service. Phone Elizabeth McGovern at 415-735-3645.

Stewart Guthrie - Business Broker: Sacramento Area

Stewart Guthrie, Northern California business broker, brings 25 years of experience in business ownership and technical sales in a variety of industries. For 15 of the last 20 years or so, Stewart has owned, operated and sold businesses in real estate and distribution. Business brokerage services.

Diane Boudreau-Tschetter: Escrow & Bulk Sale Services In California

California Business Escrow, Inc. is a full service independent escrow company serving all of California and has expertise in a wide range of escrows. Our team prides itself on providing an exceptional escrow experience. For more info phone Diane Boudreau-Tschetter at 888-383-3331 or 209-838-1100.


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