So, you've decided to sell your business, and you’re working hard with the Junction 20 content to PREPARE your business and sell for more. Awesome.
It’s your baby, your pride and joy. It's been a wild ride, from burning the midnight oil (and probably burning a few kitchen appliances) to celebrating that first sale that wasn’t to your mum.
Now, you're on the brink of passing the baton, and suddenly you're hit with terms like "Locked Box" and "Completion Accounts." If you're scratching your head thinking, "Are these types of padlocks? Do I need a key for this?", don't worry.
We're going to break it down for you, with a dash of humour to keep things light, and write it in a way a labrador will understand. Why? Because it annoys us that so many brokers and consultants use weighty text and terms in a bid to justify fees.
What on Earth is a Locked Box?
Let's start with the Locked Box mechanism, which - spoiler alert - doesn't involve actual padlocks, handcuffs or safes. Sorry to disappoint. So, keep your handcuffs for other things, moving swiftly along…
The Locked Box is a financial system used in business sales. It's all about freezing the accounts of your business at a specific date (known as the "Locked Box Date"). Think of it like a financial time capsule: you decide on a date when the accounts are "locked," and after that, you, as the seller, agree not to take out or put in any sneaky last-minute transactions.
Here’s a very relatable scenario:
• Imagine you’re selling your local bakery (you’ve made a killing with those award-winning scones).
• The buyer and you agree that on 31st March, you’ll lock the box.
• From that point on, the buyer will treat the business as though it were already theirs. No sneaky spending, like ordering yourself a new industrial oven "on the house" after the agreed date. Everything is frozen, except for regular operational stuff like paying your staff or, in the bakery’s case, buying flour (because we can’t have a flour-less bakery).
You, the seller, pocket the business’s profits up until 31st March. After that, anything the business makes or spends is the buyer's responsibility.
Locked Box: Pros and Cons
Pros:
• Simplicity: The price is fixed, no surprises.
• No ongoing haggling: Once that box is locked, there’s no need for you and the buyer to argue over receipts or sneaky post-sale adjustments.
• Predictability: Both you and the buyer know what’s happening from the get-go.
Cons:
• Trust Issues: The buyer has to trust you haven’t drained the business’s coffers before locking the box. So, no cheeky bonuses or splurges on “business” trips to the Maldives.
Completion Accounts: A Different Game Altogether
Now let’s look at Completion Accounts, which are a little more “wait and see” in nature. If a Locked Box is like agreeing on the sale price today and walking away, Completion Accounts are more like selling a house where you promise to take care of the lawn and make sure the plumbing works before handing over the keys. It’s all about settling the sale after the fact, with a bit more back and forth.
Here’s how it works:
• You agree to sell the bakery on 31st March.
• But instead of fixing the price, you and the buyer wait until after the sale to finalise the accounts.
• On completion day, the buyer wants to see what’s really in the cupboards (financially speaking). They’ll go over the business’s assets, liabilities, cash flow, and debts like a financial detective. Based on this, they’ll adjust the final price. So, if you’ve mysteriously been stockpiling sugar mountains, they’ll adjust the price downward.
Imagine this: After the sale, the buyer finds out you owe a flour supplier £5,000 (because who doesn’t need massive quantities of flour in a bakery?). They’ll subtract that from what they agreed to pay you. On the flip side, if there’s more cash in the till than expected, you might walk away with a bit extra.
Completion Accounts: Pros and Cons
Pros:
• More flexibility: The price can be adjusted after sale, depending on how the business performs up to completion.
• Fair for both sides: If your business did great leading up to the sale, you could get a higher price.
Cons:
• Complicated: You might have to go back and forth with the buyer over small financial details. Imagine explaining to them why the bakery needed a new industrial-grade coffee machine two days before the sale.
• Time-consuming: Finalising the accounts post-sale can drag on, meaning it could be months before you know how much you’re actually getting.
Which One Should You Choose?
Now comes the golden question: should you go with the Locked Box or Completion Accounts?
• If you're a no-nonsense type who likes certainty, go for the Locked Box. You can lock in a price, hand over the business, and sail off into the sunset knowing your sale price won’t change. You can plan that post-exit holiday without worrying about future financial wrangling.
• If you're someone who enjoys a flexible approach (or perhaps you think your business might outperform expectations in the months leading up to the sale), then Completion Accounts might be for you. Just be prepared for a bit more post-sale paperwork and some potential price fluctuations.
Whichever you choose, make sure you’ve got a solicitor to help you navigate the small print. This is vital. We provide guidance and help on how to PREPARE
you and your business for sale, like most in the "advisory space", we're NOT legal experts.
Selling a business is no small feat, but understanding these two mechanisms - Locked Box and Completion Accounts - can make the process smoother. And let’s face it, there’s nothing wrong with feeling like a financial wizard when you’ve grasped the difference between the two!
So, take a deep breath, have a cuppa, and get ready to sell that business like the savvy entrepreneur you are!