Should I make a lowball first offer on a business?
An unexplained low opening can end the conversation or sour a seller you will need at handover. A first offer below the asking price comes with its reasons and terms set out in writing.
The idea of starting low comes from the hope that there will be room to meet in the middle. With a business, the logic is weaker than it seems. The seller is not just a counterparty but the person who knows the customers, the suppliers and the quirks of the operation. How the first exchange goes can set the tone for everything that follows.
Why an unexplained low opening backfires
A number far from the asking price with no reasons attached can read as a lack of seriousness or respect. Some sellers simply stop replying. Others reply but trust you less, which makes later requests harder.
Justify the opening with your reasons
If your offer is below the asking price, say why, in writing, in terms the seller can check. Refer to what the records showed, what you assumed and what you would need to see to change your mind. A reasoned offer invites discussion and lets the seller correct a misunderstanding. An unreasoned one invites a rejection.
What a credible first offer includes
- A clear structure for how the price would be paid.
- The assets and obligations that would be included.
- The conditions that must be met, such as diligence and financing.
- A realistic timeline and your plan for the handover.
Where this fits in the process
The mechanics of a letter of intent are covered in making an offer on a business, and the number itself is something to settle with your accountant. This page only addresses how to open. Because an offer can be conditional, you can state a position while keeping room to adjust after you see more.
Related reading
11 pages on the same subject, grouped by topic.
Buying
- GuideMaking an offer on a business
- Expert answerWhat is a conditional offer on a business?
- Expert answerWhat happens when the seller counters my offer on a business?
- ChecklistLetter of intent preparation checklist
- Expert answerCan the seller keep my deposit if I back out?
- Expert answerWhat are the stages of buying a business?
- Expert answerWhat happens after my offer is accepted?
Legal
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Business Development Bank of CanadaGovernmentMajor pitfalls to avoid when negotiating a purchase agreement
- 02Business Development Bank of CanadaGovernmentWhat are the steps to buying a business?
- 03Business Development Bank of CanadaGovernmentHow to minimize negotiations when selling your business
- 04Business Development Bank of CanadaGovernmentHow to conduct due diligence when buying a business
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