Knowledge

Glossary: Business succession explained simply

A

  • Adjusted Earnings

    A company's profit after removing one-off effects, private expenses and a reasonable owner's salary.

  • Asset Deal

    In an asset deal, the successor buys individual assets such as machinery, the customer base and contracts, not the legal entity itself.

B

  • Bürgschaftsbank (guarantee bank)

    State-backed promotional institutions in each German federal state that guarantee bank loans when collateral is missing.

  • Business Profile (Exposé)

    A detailed description of the company for serious potential buyers, including the business model, figures, team and expected price.

  • Business Purchase Agreement

    The contract that governs the takeover: what is being sold, the price and payment terms, warranties, the closing date and transition rules.

D

  • Due Diligence

    The careful review of a company before a purchase: figures, contracts, taxes, staff, equipment and risks.

E

  • Earn-out

    Part of the purchase price depends on how the company performs after the handover.

  • Earnings Value Method

    A common method for valuing small and medium-sized companies.

  • EBITDA

    Earnings before interest, taxes, depreciation and amortisation.

  • Entrepreneurship Through Acquisition (ETA)

    The international term for founding through acquisition.

  • Equity in a Takeover

    The part of the purchase price that successors bring in from their own funds.

  • ERP-Gründerkredit StartGeld

    A promotional loan from KfW (Germany's state development bank) for small businesses that explicitly also finances takeovers.

  • External Succession

    The company goes to a person outside the family and the existing workforce, for example through a management buy-in.

F

  • Family Succession

    The company is handed over to children or other family members.

  • Founding Through Acquisition

    Founding through acquisition means buying an existing company and developing it further as its owner, instead of building a new one from scratch.

H

  • Handover in Stages

    Responsibility passes from the current owner to the successor step by step.

I

  • Imputed Owner's Salary

    An assumed salary for the work of the owner, which does not appear in the costs of sole proprietorships and partnerships.

L

  • Letter of Intent (LOI)

    A document in which the buyer and seller set out the key points of a planned takeover, such as the price range, timeline and exclusivity.

M

N

  • Non-Disclosure Agreement (NDA)

    A contract in which interested buyers agree to keep information received about a company confidential and use it only to assess the takeover.

P

  • Price Discovery

    The path from the company's value to the price actually agreed.

S

  • Search Fund

    A model in which investors fund one or two people to search for, buy and then run a company themselves.

  • Seller Consulting Agreement

    An agreement under which the previous owner keeps working or advising for a limited time after the handover.

  • Seller Loan (Vendor Loan)

    The previous owner defers part of the purchase price, and the successor pays it back in instalments from the company's earnings.

  • Share Deal

    In a share deal, the buyer purchases the shares in the legal entity, for example a GmbH (the German equivalent of a limited liability company).

  • Signing and Closing

    Signing is the signature under the purchase agreement, closing is the point when the company actually changes hands and the purchase price is paid.

  • Succession Marketplace

    A platform where companies looking for a successor and interested buyers list their offers and requests.

  • Succession Planning

    Preparing a handover in good time: clarifying goals, making the company ready to hand over, finding a successor, and checking valuation and taxes.

T

  • Teaser

    A short, anonymised profile of a company for sale, showing industry, region, size and the reason for the handover.

  • Transfer of Undertaking (Section 613a BGB)

    In an asset deal, employment relationships transfer to the new owner with all rights and obligations under Section 613a of the German Civil Code (BGB).

W

  • Warranties in the Purchase Agreement

    Assurances by the seller about the state of the company, for example regarding accounts, contracts, taxes or legal disputes.

  • Working Capital

    Current assets minus short-term liabilities, mainly inventory and receivables minus payables to suppliers.