Jun 23, 2023

Navigating Escrow and Earnest Money in Business Transactions

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In the intricate landscape of buying or selling a small business, prospective buyers and business owners encounter numerous terms, including 'escrow' and 'earnest money.' Both these elements play vital roles in business transactions, mirroring practices in the real estate market.

What is Escrow?

Escrow refers to an arrangement where a neutral third party, often an escrow company or escrow agent, securely holds funds or assets during a transaction process. For example, a business owner selling their small business might require the potential buyer to deposit the purchase price into an escrow account. These funds remain in escrow during the due diligence process and are released once all purchase agreement conditions are met, thereby protecting both parties involved. 

What is Earnest Money?

Earnest money, also known as a good faith deposit, signifies the buyer’s good faith and serious intent to complete a purchase. The buyer usually provides an earnest money deposit upfront, which is typically held in a trust or escrow account and is applied towards the down payment or closing costs at closing.

Key Differences Between Escrow and Earnest Money

While both escrow and earnest money are cornerstones of a secure business transaction, they serve different purposes. The earnest money deposit is a sign of the buyer’s good faith and their commitment to the purchase, much like a down payment. In contrast, funds held in escrow by an escrow agent or title company ensure that both parties honor the conditions outlined in the sales contract. If the buyer defaults, these funds offer some protection to the seller.

Why are Both Escrow and Earnest Money Important when Buying a Business?

These two concepts provide a safety net for business transactions. Earnest money assures the seller of the buyer's commitment, while the escrow process ensures that funds are available for the transaction and will be transferred once due diligence is complete and all conditions are met.

Choosing the Right Option: Escrow or Earnest Money?

Deciding whether to opt for escrow, an earnest money deposit, or both depends on the nature of the transaction, the risk involved, and the agreements made during the negotiation process. Business brokers can provide valuable advice to both buyers and sellers in making this decision.

What is the difference between Escrow and Earnest Money in a business transaction vs. real estate?

While these principles remain the same in real estate transactions and business dealings, there are some nuances to consider. In business transactions, escrow might also hold assets like certifications, intellectual property, or equipment, while the earnest money might be a larger percentage of the sale price due to the higher risk involved in such transactions.

A quick example of how Escrow and Earnest Money play out in real life

For instance, in a home buying process, a potential buyer places earnest money to show serious intent. As due diligence proceeds – for example, during a home inspection – the funds are placed in escrow. Once all conditions are met, including approval by the lender and the title company, the funds go to the seller, and the buyer takes ownership of the property.

Closing Thoughts

Understanding the mechanics of escrow and earnest money is essential in both real estate and business transactions. These elements offer a degree of security for both buyers and sellers, contributing to a smooth transaction process.

Navigating business transactions can be a complex task, but with Beacon's team of skilled advisors, you don’t have to face it alone. Beacon is committed to guiding clients through these steps, making your business purchase or sale a streamlined experience. 

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Sam Domino
Sam Domino
Transaction Advisor

Sam is an exit planning expert, combining years of experience working with small business owners with extensive knowledge of traditional and SBA financing.

Information posted on this page is not intended to be, and should not be construed as tax, legal, investment or accounting advice. You should consult your own tax, legal, investment and accounting advisors before engaging in any transaction.

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