Money can be considered a taboo topic of conversation in some circles. As a rule of thumb, you do not speak about salaries, debt, or the cost of your most recent vacation with friends or family, do you? We understand that, but when it comes to selling a business, we need to talk about money, and more specifically, cash. What is cash and how does it affect your business when you are selling it?

When you are selling your business, there are many variables to consider – whether directly or indirectly involved with the sale. For one, what happens to cash when you sell a business? That is a great question – as it might be difficult to understand what assets are and are not relevant at this stage. The simple answer? Most of the time, cash does NOT need to be an asset of the business at the time of a sale. The business owner (i.e., you) should retain any and all cash (or cash equivalents) after the sale. Surprisingly to many, this includes bonds, petty cash, money in bank accounts, etc.

But, why is cash not an asset?

The main reason why cash should not be treated as an operating asset during a sale is that the buyer usually will have their own estimates of working capital. Most often the cash in pass-through entities like S Corporations or LLCs was generated through profits, which the owner already paid taxes on. Or the cash could be due to monies that were borrowed by the company. Therefore, when selling a business, the seller either feels they “own the cash” or need to pay it back. For these reasons, cash most often remains with the seller.

On the other hand, sometimes in certain businesses cash could be a key component of working capital requirements. Businesses that require cash on hand, like a pawn shop, ATM business or check cashing store. Especially in the case where there are customer deposits or warranty issues like catering/event facilities or contractors.

In conclusion, 99% of the time, the cash in the bank is for the seller to keep. And that should be considered by sellers as part of their proceeds of sale when planning on how much the sellers will net after the closing costs and taxes that affect the sale.

The above gets more complicated depending upon the structure of your business and the deal you are contemplating; it is important to understand the future income and tax implications. It is always good advice to reach out to an experienced business advisor from our team to help!