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Dying Is Not An Exit Strategy Out Of Your Business

Garry Stephensen

Article Author: Garry Stephensen
Position: Managing Director
Read time: 8 mins

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Why every business owner needs a succession and emergency transition plan long before they intend to sell

Business owners spend enormous amounts of time thinking about growth. They worry about customers, staff, cash flow, suppliers, competition, equipment, new products, and the next financial year.

What many do not spend enough time thinking about is what happens to the business if they are suddenly no longer there.

Retirement and succession planning are easy to put on the back burner, particularly when retirement still feels ten or twenty years away. There is always another customer to win or another operational problem demanding attention today.

But succession planning is not only about retirement.

It is also about protecting the business if the owner becomes seriously ill, incapacitated, or dies unexpectedly.

According to a Business Owner Succession Planning Survey, 78% of small-business-owner clients planned to sell their businesses to fund retirement, yet fewer than 30% actually had a written succession plan.

That gap can have serious consequences.

Lloyds Brokers have personally worked with families where an owner became incapacitated or passed away unexpectedly. In these situations, the family is often dealing with grief at exactly the same time as employees, customers, suppliers, banks, and other stakeholders are looking for answers.

Who is now in charge? Who can approve payments? Who talks to the major customers? Who knows the passwords? Who understands the pricing? Who can negotiate with suppliers? Who knows what the business is worth? Is somebody capable of buying it? And if it needs to be sold, who is going to manage the sale?

These are difficult questions at the best of times. They are much harder when nobody has prepared the answers.

Contact Lloyd's Business Brokers Melbourne today for up to date business advice.

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What Happens to a Business When the Owner Suddenly Disappears?

Few business owners would deliberately leave their family with a financial and operational mess to untangle after their death.

Unfortunately, that can be exactly what happens when there is no ownership transition plan.

A profitable business may have taken 20 or 30 years to build, yet its value can deteriorate surprisingly quickly if leadership suddenly disappears.

Key employees may become nervous. Customers may worry about continuity and begin speaking with competitors. Suppliers may tighten credit. Important decisions may be delayed. Salespeople may leave. Competitors may begin approaching customers and staff.

Meanwhile, the owner's family may know very little about how the business actually operates.

They may own the shares, but that does not mean they know how to run the company.

If there is no obvious successor and no organised process for selling the business, the family may eventually be forced into a rushed sale or liquidation simply to gain access to cash.

That is about the worst possible environment in which to sell a valuable asset.

A Forced Sale Is Rarely a Good Sale

One of the greatest advantages a seller normally has is time.

A business owner who plans an exit can prepare the company, improve profitability, organise financial records, reduce owner dependency, identify buyers, negotiate offers, and choose when to accept a deal.

A family dealing with an unexpected death may have none of those advantages.

Instead, there may be pressure to act quickly because:

  • The family needs liquidity.
  • Management is uncertain about the future.
  • Employees are becoming unsettled.
  • Important customers want reassurance.
  • The business needs someone with authority to make decisions.
  • Personal guarantees or financing arrangements need attention.
  • There may be disagreement between beneficiaries about what should happen.

A buyer who knows the family needs to sell urgently is also in a much stronger negotiating position.

A business that may have attracted a strong price through an organised sale process can lose substantial value when the seller has no time and very few options.

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Succession Starts With One Simple Question

Every owner should ask:

If I could not come to work tomorrow, who would run the business?

If the answer is unclear, there is already a succession problem.

The person does not necessarily need to be the future owner. There simply needs to be someone capable of keeping the business operating while longer-term decisions are made.

This could be a General Manager, Operations Manager, fellow director, family member, senior employee, or another trusted person who understands the company.

The key is that this arrangement should be discussed and prepared before it is needed.

Develop Management That Can Operate Without You

Approximately half of business succession strategies involve some form of internal transition to family, management, co-owners, or key employees, while others involve an eventual sale to an external purchaser.

Regardless of the intended exit, one thing remains important: someone other than the owner needs to know how to operate the business.

If everything still comes back to you, start changing that now.

Senior staff should gradually be given responsibility for:

  • Daily operations.
  • Staff management.
  • Important customer relationships.
  • Supplier relationships.
  • Pricing decisions.
  • Financial visibility and reporting.
  • Problem solving.
  • Recruitment.
  • Operational planning.

One of the simplest tests is to take a proper holiday.

Not a holiday where you spend half the day answering emails and approving decisions from your phone. Actually step away and see what happens.

Every problem that requires your personal intervention is showing you an area of owner dependency that should be addressed.

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Reduce the Amount of Knowledge That Exists Only in Your Head

Many successful businesses have surprisingly poor documentation.

The owner simply knows how everything works.

They know which supplier to call when something goes wrong, which customers need special pricing, how much stock to order before Christmas, which staff can be trusted with particular jobs, and which expenses can be negotiated.

That knowledge may have taken decades to accumulate.

If it disappears with the owner, the business loses something valuable.

Document your business in the following areas:

  • Standard operating procedures.
  • Customer information.
  • Supplier contacts.
  • Pricing rules.
  • Key contracts.
  • Important annual deadlines.
  • Banking and finance contacts.
  • Software and technology systems.
  • Insurance policies.
  • Licences and registrations.
  • Major equipment information.

The objective is not to create hundreds of pages of paperwork nobody reads. It is to make sure the company can continue functioning without relying on knowledge that exists only in one person's memory.

Make Sure Someone Can Find the Digital Keys to the Business

Modern businesses can grind to a halt because nobody knows a password.

Think about how many important systems may depend on the owner's personal access:

  • Banking.
  • Accounting software.
  • Payroll.
  • Email.
  • Website hosting.
  • Domain names.
  • Social media.
  • Cloud storage.
  • CRM systems.
  • Supplier portals.
  • Government portals.
  • Payment processors.

These credentials should not simply be written on a piece of paper sitting beside the computer. Establish a secure process that allows appropriately authorised people to obtain necessary access if the owner becomes unavailable.

The same applies to important documents. Contracts, leases, insurance policies, finance agreements, shareholder documents, employee records, and licences should be stored somewhere that the right people can locate them.

Do Not Leave Major Customers Attached Only to You

Customer relationships can be one of the most valuable parts of a business, but they can also be one of its greatest vulnerabilities.

If the owner is the only person who speaks with the company's biggest customers, those customers may feel that their relationship is with the individual rather than the business.

That becomes a problem whenever the owner leaves, whether through retirement, sale, illness, or death.

Bring other people into important relationships well before they need to take over.

Introduce account managers, department heads, or senior managers to key customers. Make sure discussions, pricing arrangements, and account histories are recorded properly.

The goal is for the customer to trust the organisation, not only the founder.

Build Governance Beyond the Owner

Buyers may become concerned when all important decisions depend on one individual.

If the owner has always controlled strategy, finance, recruitment, legal matters, customer relationships, and major investments, a buyer is entitled to ask what happens to decision-making after the owner leaves.

This is why it can be valuable to develop advisory and governance structures before selling.

This might involve senior management meetings, an advisory board, external accountants, business lawyers, industry advisors, or an experienced non-executive director where appropriate.

The intention is not to add bureaucracy for the sake of appearances.

Good governance demonstrates that important decisions are discussed, performance is reviewed, risks are identified, and the business has access to judgement beyond the owner.

That makes the organisation more resilient whether the owner eventually sells or unexpectedly becomes unavailable.

Decide Who Should Own the Business Next

Running the business and owning the business are two different questions.

Your succession plan needs to address both.

If ownership is intended to pass to family members, consider whether those family members actually want the business and whether they are capable of managing it.

It should never be assumed that a child wants to spend the next 20 years operating the company simply because their parent did.

If the intention is for management or a co-owner to acquire the shares, there should be a clearly documented pathway for that to occur.

This may involve a buy/sell agreement or another professionally prepared ownership arrangement that addresses matters such as:

  • Who has the right or obligation to purchase the shares.
  • How the business or shares will be valued.
  • What triggers the sale.
  • How the purchase will be funded.
  • When payments will be made.
  • What happens if the intended buyer cannot complete the purchase.

These arrangements should be prepared with appropriate legal, accounting, tax, and financial advice.

If the Business Will Eventually Be Sold, Prepare for That Sale Now

You may have no intention of selling for another decade.

That does not mean you should wait ten years to think about how the sale would work.

If your preferred exit is ultimately an external sale, developing a relationship with an experienced business broker early can be useful.

A broker can help identify the characteristics that buyers are likely to value and the weaknesses that could make the company difficult to sell.

That gives you time to address those issues while you are still in control.

For example, you may discover that the business:

  • Is too dependent on you.
  • Has weak financial reporting.
  • Has excessive customer concentration.
  • Needs stronger management.
  • Has important undocumented agreements.
  • Would benefit from more recurring revenue.
  • Needs cleaner corporate or ownership structures.

These are much easier to improve over several years than several weeks.

Contact Lloyds Business Brokers Melbourne for current advice about preparing a business for sale and building a practical exit strategy.

Know What the Business Is Worth

Many succession plans fail because the family and intended successors have completely different expectations about value.

The owner may believe the business is worth $5 million. Management may believe it is worth $3 million. The family may be relying on receiving $6 million to fund retirement or their inheritance.

Those differences should not be discovered after something has happened to the owner.

Obtain a realistic indication of business value and review it periodically.

This becomes particularly important where insurance, funding arrangements, buy/sell agreements, or retirement plans depend on a particular valuation.

Knowing what the business is worth also helps the owner determine whether additional wealth needs to be accumulated outside the company before retirement.

Have a Funding Plan

A succession plan that identifies a buyer but provides no realistic way for that person to pay for the business is incomplete.

This is particularly relevant where staff, management, family members, or co-owners are expected to acquire the owner's interest.

A valuable business may be worth several million dollars while the intended successors have only modest personal assets.

The funding solution may involve a combination of:

  • Personal capital.
  • Bank finance.
  • Vendor finance.
  • Business cash flow.
  • Insurance proceeds where appropriate.
  • A staged acquisition.
  • Other agreed funding arrangements.

The appropriate structure will depend on the business, the owners, the purchasers, and the professional advice received.

What matters is that the funding question is considered before a triggering event occurs.

Consider the Role of Insurance

Insurance can form part of a broader succession and risk-management plan.

Depending on the circumstances, appropriate insurance arrangements may help provide liquidity following the death or incapacity of a key owner.

This can be particularly important where the family needs cash but most of the owner's wealth is tied up in the business.

Without sufficient liquidity, there can be pressure to extract money from the company or sell shares quickly.

The appropriate type, ownership, beneficiary arrangements, and level of cover can be complex, so professional insurance, legal, tax, and financial advice should be obtained.

Talk to Your Family Before There Is a Crisis

A succession plan should not exist only in the owner's head or inside a lawyer's filing cabinet.

The people who will be affected by it should understand the broad plan.

Family members should know whether the intention is to keep or sell the business. Intended successors should know what is expected of them. Senior managers should understand who takes control in an emergency.

These conversations can sometimes be uncomfortable.

One child may want the business while another wants cash. A long-term manager may assume they will eventually become the owner even though the founder has never promised that. A spouse may believe the business can easily be sold for a figure that is not realistic.

It is much better to discover and resolve those assumptions while everyone is around the table.

Prepare an Emergency Business Continuity Plan

Succession planning is usually thought of as a long-term exercise, but every owner should also have a short-term emergency plan.

Imagine that tomorrow morning you are unavailable for the next three months.

Your plan should make it clear:

  • Who takes temporary control.
  • Who has authority to make financial decisions.
  • Who communicates with staff.
  • Who contacts key customers.
  • Who deals with major suppliers.
  • Who speaks with the bank and professional advisors.
  • Where important documents are stored.
  • How critical systems can be accessed.

The purpose is to keep the company stable while the family and advisors determine what happens next.

Document Delegations of Authority

It is not enough to tell employees that they should "take over" if something happens.

They need to know what they are authorised to do.

For example, who can:

  • Approve expenditure.
  • Sign contracts.
  • Change prices.
  • Hire staff.
  • Approve payroll.
  • Order inventory.
  • Issue customer credits.
  • Negotiate with suppliers.

A clear delegation framework can prevent the business from becoming paralysed when the owner is unavailable.

Make Your Financial Reporting Easy for Someone Else to Understand

A successor should not need the owner sitting beside them to understand the financial position of the company.

Maintain clear and current financial information including:

  • Profit and loss reports.
  • Balance sheets.
  • Cash flow forecasts.
  • Debtor and creditor reports.
  • Inventory reporting.
  • Management KPIs.
  • Loan and finance information.

Good reporting helps management continue making informed decisions and makes the business far easier to sell if an external sale becomes necessary.

Keep Your Legal and Ownership Documents in Order

A succession event is not the time to discover that important ownership records are missing, shareholder agreements are outdated, or key contracts are held under the wrong entity.

Review important documentation periodically with professional advisors.

This may include:

  • Company and trust records.
  • Shareholder agreements.
  • Buy/sell arrangements.
  • Lease Agreements
  • Customer agreements.
  • Supplier contracts.
  • Employment contracts.
  • Intellectual property registrations.
  • Insurance policies.
  • Finance documents.

The owner's will and broader estate planning should also be considered alongside the business succession strategy so the arrangements work together rather than creating competing instructions.

Do Not Assume Your Children Will Take Over

Family succession can work extremely well, but it should be a choice rather than an assumption.

The next generation may have different skills, interests, or ambitions.

Even where a child wants to enter the business, consideration should be given to whether they are genuinely ready to run it.

They may need several years of experience across different departments before taking control.

It can also be useful for family members to gain experience outside the family business before moving into senior management. This can help them develop credibility with employees and bring new ideas into the organisation.

Think About the Employees Who Depend on the Business

Succession planning is not only about protecting the owner's family.

Employees and their families may also depend on the business continuing.

A company employing 50 people may indirectly support dozens of households.

When there is no plan and the business collapses following the loss of its owner, the consequences spread much further than the shareholders.

Strong succession planning protects continuity for employees, customers, suppliers, and other stakeholders as well.

Your Business Should Not Need You to Preserve Its Value

This may sound counterintuitive to founders who have spent their lives making themselves indispensable.

But from a business value perspective, being indispensable can be a weakness.

The strongest business is not necessarily one where the owner works 70 hours a week and knows every customer personally.

It is one where systems, staff, management, customer relationships, and decision-making processes continue whether the owner is in the building or not.

That is valuable during succession.

It is also valuable during an eventual sale.



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Review the Plan Every Year

A succession plan written ten years ago may bear little relationship to the business you own today.

People leave. Children grow up. Management changes. Businesses become more valuable. New shareholders enter. Debt changes. Relationships change.

Review your succession and emergency plans regularly, particularly after major events such as:

  • Acquisitions.
  • Major growth.
  • New shareholders.
  • Changes in management.
  • Marriage or divorce.
  • Changes in family circumstances.
  • Major financing arrangements.
  • Changes to your intended retirement timeframe.

A succession plan should evolve with the business.

Checklist: What Should a Business Succession Plan Cover?

  • Who runs the business if the owner is suddenly unavailable?
    Someone needs clear operational authority immediately. Waiting for the family to work it out during a crisis can create uncertainty among staff, customers, and suppliers.
  • Who will ultimately own the business?
    Determine whether the intended outcome is family succession, management ownership, sale to a co-owner, or an external sale.
  • How will the business be valued?
    An agreed valuation method can reduce disputes between family members, shareholders, and intended purchasers.
  • How will the purchase be funded?
    An intended successor is of limited value if they have no realistic way to acquire the owner's interest.
  • Who holds the important customer relationships?
    Key relationships should be shared across the organisation rather than existing solely with the owner.
  • Can management operate without the owner?
    Senior managers should have the experience and authority needed to keep the company functioning independently.
  • Are important processes documented?
    Critical knowledge should not disappear if one person becomes unavailable.
  • Can authorised people access important systems and documents?
    Banking, accounting, payroll, contracts, insurance, and technology should remain accessible to the appropriate people.
  • Are legal and ownership documents current?
    Shareholder arrangements, company documents, estate planning, insurance, and succession arrangements should work together.
  • Does the family understand the plan?
    Clear communication reduces the risk of arguments and unrealistic expectations after an unexpected event.
  • Has the business been prepared for an external sale if required?
    Even if an internal transition is preferred, circumstances can change. A business that is always sale-ready gives the family more options.

Being Sale-Ready Is Good Business Management

Even if you never sell the company, preparing it as though you might usually makes it a better business.

A sale-ready company tends to have:

  • Strong management.
  • Clear financial reporting.
  • Documented systems.
  • Low owner dependency.
  • Diversified customers.
  • Current contracts.
  • Good governance.
  • Reliable recurring revenue where appropriate.
  • Organised records.
  • A clear organisational chart & structure.

Those characteristics do not only impress buyers.

They make the business easier to manage today.

Succession planning is easy to postpone because there is rarely a convenient time to do it.

But an owner does not need to be approaching retirement for succession planning to matter.

An unexpected illness, accident, or death can force an ownership transition at any age.

The purpose of a good plan is not to predict exactly what will happen. It is to give your family, management team, and advisors options if circumstances suddenly change.

That means developing management, documenting knowledge, planning ownership, considering funding, organising legal affairs, protecting important relationships, and making sure the business can continue without you.

If the ultimate intention is to sell, prepare the business so it could be taken to market without years of emergency restructuring first.


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