Back to Resource Center

How to Handle Customer Deposits in a Business Sale

By Mainshares

Jan 15, 2024

Many businesses use customer deposits to smooth working capital needs. By requiring a down payment on future work, owners cannot only offset the purchase of supplies but also incentivize customers to keep their end of the bargain.

When it comes time to sell a business, a question often arises: “Who receives the customer deposits?" From our experience, the short answer is the buyer.

Why? When a buyer purchases a business, they are purchasing a “going concern.” They are not just paying for the business's equipment and inventory. They are also paying for its reputation, future bookings, and employees.

Customer deposits are part of that goodwill. The customers have prepaid for work to be done in the future. By including deposits in a sale, the buyer is able to fund the parts and supplies needed to do the job and ensure that the business continues to operate.

Moreover, from an accounting perspective, deposits do not count as earned revenue. They are not the business's earnings that the seller deserves. In fact, they are the opposite. On a balance sheet, a deposit is treated as a liability. The cash counts as an asset, but the liability is future work that the company owes the customer. Put bluntly; the buyer is on the hook for delivering goods or services to the customer who made the deposit.


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.


Get the latest in your inbox

Join our monthly SMB newsletter. It's free and not annoying.

© 2024 Mainshares, LLC. All rights reserved.
Disclosure:

This website (the “Website”) is owned and operated by Mainshares, LLC (“Mainshares”). By accessing the Website and any pages thereof, you agree to be bound by Mainshares’ Terms of Service and Privacy Policy, as well as the Terms of Service and Privacy Policy for Main Street Securities, LLC (“Main Street”). The information contained herein is provided for informational purposes only and is not intended to influence any investment decision or be a recommendation for any investment, service, product, or other advice of any kind, and shall not constitute or imply an offer of any kind. The products and services offered by Mainshares are not offered by a certified public accountant (“CPA”) and should not be considered as a substitute for services provided by a CPA.



Broker-dealer services provided in connection with some of the investment opportunities on the Mainshares platform are offered through Main Street, a registered broker-dealer, affiliate of Mainshares, and member of FINRA/SIPC. For additional information, please contact your licensed securities representative of Main Street Securities LLC or visit FINRA’s BrokerCheck. If the investment opportunity does not include the "Brokered by Main Street Securities" designation, broker-dealer services were not provided in connection with the offering through Main Street.


Neither Mainshares nor Main Street Securities LLC make investment recommendations and no communication, through this Website or in any other medium should be construed as a recommendation for any security offered.


Should you be presented with an investment opportunity, such investment opportunities involve private, unregistered securities that are speculative and involve substantial risk. These investment opportunities are conducted in accordance with an exemption from registration, specifically relying on the private offering provision outlined in Section 4(a)(2) of the Securities Act of 1933, along with compliance with Rule 506 of Regulation D. All investments involve risk and the past performance of a security, or financial product does not guarantee future results or returns. There is always potential to lose money when you invest in securities or other financial products. Private placements lack liquidity and distributions are not guaranteed. You are strongly encouraged to seek professional advice prior to entering into any transaction for any securities and to consider your investment objectives and risks carefully before investing.


Neither the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided herein or through any references/links herein. There can be no assurance that any valuations provided by issuers are accurate or in agreement with market or industry valuations. Neither Mainshares nor Main Street Securities LLC make any representations or warranties as to the accuracy of such information.