Example Calculation: Reverse Merger Structure and Investor Participation

This example illustrates how a reverse merger can be structured for an AI start-up with international expansion plans, a required financing volume of USD 50,000,000 and a bridge investor who provides USD 5,000,000 and receives ten times that amount in listed shares after the merger.

1. Basic Scenario and Objectives

The key assumptions are:

• AI start-up with strong global growth potential.
• Required new capital via the stock market after the reverse merger: at least USD 50,000,000.
• Additional capital reserve: approx. USD 25,000,000 (authorised but not yet issued shares).
• New owners (start-up shareholders) must hold at least 76% of the voting rights after the transaction (no preferred shares).
• The current owners of the shell company wish to retain 5% of the shares.
• A bridge investor provides USD 5,000,000 and receives shares worth USD 50,000,000 (10x ROI) immediately after the reverse merger.
• The transaction coordinators / structuring team receive shares worth USD 15,000,000.

For this example, we assume that the market will value the company at USD 500,000,000 immediately after the reverse merger. This is the so-called post-merger market capitalisation.

In addition, we assume an initial indicative share price of USD 5.00 per share. At a valuation of USD 500,000,000 and a price of USD 5.00, this results in:

Total issued shares after the reverse merger: 100,000,000 shares

2. Target Capital Structure after the Reverse Merger

Based on the above assumptions, the post-merger equity can be allocated as follows:

Total: 100% = 100,000,000 shares = USD 500,000,000 market cap.

3. How the 10x Return for the Bridge Investor Works

The bridge investor provides USD 5,000,000 before the reverse merger in order to finance:

• Acquisition of the shell company (control block).
• Legal, audit and regulatory costs (SEC, FINRA, stock exchange).
• Structuring, coordination and execution of the entire reverse merger process.
• Travel, meetings and implementation expenses for the transaction team.
• Initial marketing, investor-relations and expansion measures for the new listed company.

Breakdown of the USD 5,000,000 bridge financing

Total bridge financing: USD 5,000,000

In return, the investor receives a fixed allocation of 10,000,000 shares in the new listed company. At an assumed market price of USD 5.00 per share, this corresponds to a value of USD 50,000,000.

Effective investment multiple:

• Investment: USD 5,000,000
• Value of the share package: USD 50,000,000
• Result: 10x return on investment (10x ROI) in one transaction.

The investor can then decide whether to sell the shares gradually on the market, to hold a portion for further upside, or to negotiate a buyback with the company or institutional investors.

4. Capital Raising after the Reverse Merger

In addition to the 100,000,000 issued shares, the company should authorise a higher number of shares in its charter, for example:

• Authorised shares: 150,000,000 common shares.
• Issued after the merger: 100,000,000 shares (see cap table above).
• Remaining authorised, not yet issued: 50,000,000 shares.

At a price of USD 5.00 per share, these 50,000,000 additional shares represent a theoretical future capital-raising capacity of:

50,000,000 × USD 5.00 = USD 250,000,000

From this amount, at least USD 50,000,000 can be raised in one or several tranches via the stock market, and an additional reserve of approx. USD 25,000,000 (and more) is available for future expansion financing. The start-up founders still retain the majority of voting rights, as they initially hold 76% and are only gradually diluted by future capital increases.

5. Summary of the Example

• The bridge investor finances the reverse merger and initial growth with USD 5,000,000.
• Of this, approx. USD 3,000,000 cover the shell acquisition and all transaction, legal and regulatory costs.
• Approx. USD 2,000,000 are available for marketing the company, marketing the shares, initial expansion and general reserves.
• After the reverse merger, the company is valued at USD 500,000,000 with 100,000,000 issued shares at USD 5.00 each.
• The investor receives shares worth USD 50,000,000 (10,000,000 shares), which corresponds to a tenfold return on capital.
• The start-up founders retain at least 76% of the voting rights and thus maintain strategic control.
• The shell sellers keep 5%, the coordinators receive 3%, and the former public float remains invested.
• The company can raise at least USD 50,000,000 in fresh capital via the stock market after the reverse merger, with further reserves available.

This structure shows how a professionally designed reverse merger can simultaneously:

• Provide short-term, high-multiple returns for the bridge investor,
• Secure the controlling interest of the start-up founders,
• And create sufficient capacity for future growth financing via the capital markets.

NASDAQ vs. OTC-QX / OTC-QB – The Key Differences

The NASDAQ is a regulated U.S. national exchange with strict listing, reporting, and governance requirements. OTC-QX and OTC-QB are tiers of the OTC Markets (over-the-counter), offering lower entry thresholds and lighter ongoing compliance compared to a national exchange.

At a Glance

What This Means in Practice

• NASDAQ: Maximum credibility, liquidity, and institutional interest — at the cost of more stringent rules and longer prep time.
• OTC-QX: A balanced path with solid requirements and decent visibility. Suitable for mid-market companies that need speed without sacrificing quality.
• OTC-QB: Fastest, lowest-cost route into public trading, but typically lower visibility and thinner liquidity.

Typical Use Cases

• NASDAQ: Final listing destination aimed at institutional investors.
• OTC-QX: Bridge stage or pre-uplisting platform.
• OTC-QB: Early public presence to test the waters, with upgrade potential later.

Bottom Line

If your goal is maximum reach, liquidity, and institutional appeal, NASDAQ is the target. For a cost- and time-efficient public presence with credible perception, OTC-QX often provides the best middle ground. OTC-QB is ideal when speed and low entry cost matter most and a future uplist is part of the plan.

Detailed 2025 Market Overview for NASDAQ-Listed Shell Companies — Suitable for Reverse Mergers with ≥ 90% Control

1️⃣ Typical Costs (as of 2024–2025)

Important: Acquiring ≥ 90% typically includes a change-of-control premium plus costs for shareholder consents and mandatory SEC filings (e.g., 8-K, 10-K/A, Super 8-K).

2️⃣ Key Cost Components

When investors say “a $2 million NASDAQ shell,” they mean all-in transaction costs, including the items below:

Total: $1M – $3M+ for a clean, fully SEC-reporting NASDAQ shell.
By comparison: OTC-QB / OTC-QX shells typically cost $150k – $800k.

3️⃣ Practical Insights from Reverse-Merger Experts

• NASDAQ shells are expensive because they meet SEC reporting and minimum bid-price standards.
• OTC shells can be uplisted to NASDAQ post-merger — cheaper upfront, but slower.
• Owning ≥ 90% enables a short-form merger under Delaware law (DGCL §253), simplifying control transfer and dilution steps.
• Always run forensic due diligence: hidden convertibles, toxic financing, or litigation can turn a “cheap” shell into a compliance trap.

4️⃣ Typical Timeline

• Due diligence: 3 – 6 weeks
• Definitive purchase & SEC filings: 4 – 8 weeks
• Full control & post-merger trading: 3 – 4 months total (absent SEC delays)

5️⃣ Summary

A clean NASDAQ shell with ≥ 90% acquisition typically costs $1.5M – $3M all-in, including legal and regulatory work. Anything below $1M is likely OTC, non-current, or non-compliant — and will require costly remediation.

Reverse-Merger Market Comparison (2025)

Professional comparison of NASDAQ, OTC-QX, and OTC-QB shells (2025 market data), structured as investment decision support rather than general commentary.

Strategic Summary

Expert Recommendation

For bridge-financing with short-term profit targets (e.g., 4–6 months), OTC-QX shells offer the best credibility-to-cost ratio. NASDAQ shells are justified when the reverse merger serves as the final market listing and the target already has institutional-grade financials.

Reverse-Merger Investment Comparison — Financial & Timing Metrics (2025)

Analytical Summary

Expert Takeaway

For structured bridge financing of reverse mergers, OTC-QX shells currently offer the sweet spot: credible enough for global investors, inexpensive enough to repeat frequently, and fast enough to recycle capital within a single business quarter.

Can a Start-up Merge with a NASDAQ-Listed Shell Company?

Yes, in principle – a reverse merger (RM) is legally a corporate combination in which a private start-up acquires majority control (typically ≥ 90%) of an already publicly listed shell company. Under U.S. law – specifically Delaware General Corporation Law (DGCL § 253) – this is permitted even if the start-up itself has little or no revenue, as long as the transaction is legally, financially, and regulatorily sound.

What Is Possible

• If the shell’s shareholders approve, a reverse merger can also be executed with a pre-revenue start-up.
• The start-up must demonstrate clean ownership, a credible business plan with scalability, and the ability to meet SEC disclosure and reporting obligations post-merger.
• The NASDAQ does not evaluate the business model itself — it only verifies ongoing listing compliance (minimum bid price, public float, and corporate governance).

However: Higher Thresholds Than on OTC-QX or OTC-QB

A start-up with no significant revenue can acquire a NASDAQ shell, but the listing remains valid only if all NASDAQ criteria continue to be met — including a minimum bid price of USD 4, sufficient market capitalization, and audited financials compliant with PCAOB standards. Otherwise, a downgrade to OTC-QX or OTC-QB may occur.

Practical Approach

In practice, most early-stage companies enter the market first via an OTC-QX or OTC-QB shell. Once initial funding and operational progress are established, an uplisting to NASDAQ typically follows within 6–18 months.

Comparison Table

Conclusion

A start-up can merge with a NASDAQ-listed shell company if the shell owners consent and all SEC and NASDAQ requirements are met. However, in practical and financial terms, a route via OTC-QX or OTC-QB is usually the more efficient strategy — offering lower cost, more flexibility, and less regulatory risk, with the option of an eventual uplisting to NASDAQ.

You can simply copy and paste the following sample business plan specifically for startups based on US standards (which we would like you to provide), paste it into your word processor, adapt it to your needs, and send it to us as a PDF file. If you're planning to expand, you can easily adapt this business plan.

Business Plan Template

A business plan serves several purposes. It can help convince investors or lenders to finance your business. It can persuade partners or key employees to join your company. Most importantly, it serves as a roadmap guiding the launch and growth of your new business.

Writing a business plan is an opportunity to carefully think through every step of starting your company so you can prepare for success. This is your chance to discover any weaknesses in your business idea, identify opportunities you may not have considered, and plan how you will deal with challenges that are likely to arise. Be honest with yourself as you work through your business plan. Don’t gloss over potential problems; instead, figure out solutions.

A good business plan is clear and concise. A person outside of your industry should be able to understand it. Avoid overusing industry jargon or terminology.

Most of the time involved in writing your plan should be spent researching and thinking. Make sure to document your research, including the sources of any information you include.

Avoid making unsubstantiated claims or sweeping statements. Investors, lenders and others reading your plan will want to see realistic projections and expect your assumptions to be supported with facts.

This template includes instructions for each section of the business plan, followed by corresponding fillable worksheet/s.

The last section in the instructions, “Refining Your Plan,” explains ways you may need to modify your plan for specific purposes, such as getting a bank loan, or for specific industries, such as retail.

Proofread your completed plan (or have someone proofread it for you) to make sure it’s free of spelling and grammatical errors and that all figures are accurate.

Business Plan

[Insert Date]

Company name

Street address 1

Street address 2

City, state, ZIP

Business phone

Website URL

Email address

Confidentiality Agreement

The undersigned reader acknowledges that any information provided by _________________________ in this business plan, other than information that is in the public domain, is confidential in nature, and that any disclosure or use of same by the reader may cause serious harm or damage to ________________________. Therefore, the undersigned agrees not to disclose it without express written permission from ________________________________.

Upon request, the undersigned reader will immediately return this document to ___________________________.

___________________
Signature

___________________
Name (typed or printed)

___________________
Date

This is a business plan. It does not imply an offering of securities.

Table of Contents

Confidentiality Agreement. 3

1. Instructions: Executive Summary. 5

Executive Summary. 6

1. Instructions: Company Description. 7

Company Description Worksheet 8

1. Instructions: Products & Services. 9

Product & Service Description Worksheet 10

1. Instructions: Marketing Plan. 11

SWOT Analysis Worksheet 12

Competitor Data Collection Plan. 14

Competitive Analysis Worksheet 15

Marketing Expenses Strategy Chart 17

Pricing Strategy Worksheet 19

Distribution Channel Assessment Worksheet 21

1. Instructions: Operational Plan. 23
2. Instructions: Management & Organization. 25

Management Worksheet 26

Organization Chart 27

1. Instructions: Startup Expenses & Capitalization. 28
2. Instructions: Financial Plan. 29
3. Instructions: Appendices. 31
4. Instructions: Refining the Plan. 32

Now That You’re (Almost) Finished . . . 34

I. Instructions: Executive Summary

The Executive Summary is the most important part of your business plan. Often, it’s the only part that a prospective investor or lender reads before deciding whether or not to read the rest of your plan. It should convey your enthusiasm for your business idea and get readers excited about it, too.

Write your Executive Summary LAST, after you have completed the rest of the business plan. That way, you’ll have thought through all the elements of your startup and be prepared to summarize them.

The Executive Summary should briefly explain each of the below.

1. An overview of your business idea (one or two sentences).
2. A description of your product and/or service. What problems are you solving for your target customers?
3. Your goals for the business. Where do you expect the business to be in one year, three years, five years?
4. Your proposed target market. Who are your ideal customers?
5. Your competition and what differentiates your business. Who are you up against, and what unique selling proposition will help you succeed?
6. Your management team and their prior experience. What do they bring to the table that will give your business a competitive edge?
7. Financial outlook for the business. If you’re using the business plan for financing purposes, explain exactly how much money you want, how you will use it, and how that will make your business more profitable.

Limit your Executive Summary to one or two pages in total.

After reading the Executive Summary, readers should have a basic understanding of your business, should be excited about its potential, and should be interested enough to read further.

After you’ve completed your business plan, come back to this section to write your executive summary on the next page.

Executive Summary

(Write after you’ve completed the rest of the business plan.)

II. Instructions: Company Description

This section explains the basic elements of your business. Include each of the below:

1. Company mission statement

A mission statement is a brief explanation of your company’s reason for being. It can be as short as a marketing tagline (“MoreDough is an app that helps consumers manage their personal finances in a fun, convenient way”) or more involved: (“Doggie Tales is a dog daycare and grooming salon specializing in convenient services for urban pet lovers. Our mission is to provide service, safety and a family atmosphere, enabling busy dog owners to spend less time taking care of their dog’s basic needs and more time having fun with their pet.”) In general, it’s best to keep your mission statement to one or two sentences.

2. Company philosophy and vision
   1. What values does your business live by? Honesty, integrity, fun, innovation and community are values that might be important to your business philosophy.
   2. Vision refers to the long-term outlook for your business. What do you ultimately want it to become? For instance, your vision for your doggie day-care center might be to become a national chain, franchise or to sell to a larger company.

3. Company goals

Specify your long- and short-term goals as well as any milestones or benchmarks you will use to measure your progress. For instance, if one of your goals is to open a second location, milestones might include reaching a specific sales volume or signing contracts with a certain number of clients in the new market.

4. Target market

You will cover this in-depth in the Marketing Plan section. Here, briefly explain who your target customers are.

5. Industry

Describe your industry and what makes your business competitive: Is the industry growing, mature or stable? What is the industry outlook long-term and short-term? How will your business take advantage of projected industry changes and trends? What might happen to your competitors and how will your business successfully compete?

6. Legal structure
   1. Is your business a sole proprietorship, LLC, partnership or corporation? Why did you choose this particular form of business?
   2. If there is more than one owner, explain how ownership is divided. If you have investors, explain the percentage of shares they own. This information is important to investors and lenders.

After reading the Company Description, the reader should have a basic understanding of your business’s mission and vision, goals, target market, competitive landscape and legal structure.

Use the Company Description worksheet on the next page to help you complete this section.

Company Description Worksheet

III. Instructions: Products & Services

This section expands on the basic information about your products and services included in the Executive Summary and Company Description. Here are some items to consider:

1. Your company’s products and/or services: What do you sell, and how is it manufactured or provided? Include details of relationships with suppliers, manufacturers and/or partners that are essential to delivering the product or service to customers.
2. The problem the product or service solves: Every business needs to solve a problem that its customers face. Explain what the problem is and how your product or service solves it. What are its benefits, features and unique selling proposition? Yours won’t be the only solution (every business has competitors), but you need to explain why your solution is better than the others, targets a customer base your competitors are ignoring, or has some other characteristic that gives it a competitive edge.
3. Any proprietary features that give you a competitive advantage: Do you have a patent on your product or a patent pending? Do you have exclusive agreements with suppliers or vendors to sell a product or service that none of your competitors sell? Do you have the license for a product, technology or service that’s in high demand and/or short supply?
4. How you will price your product or service: Describe the pricing, fee, subscription or leasing structure of your product or service. How does your product or service fit into the competitive landscape in terms of pricing—are you on the low end, mid-range or high end? How will that pricing strategy help you attract customers? What is your projected profit margin?

Include any product or service details, such as technical specifications, drawings, photos, patent documents and other support information, in the Appendices.

After reading the Products & Services section, the reader should have a clear understanding of what your business does, what problem it solves for customers, and the unique selling proposition that makes it competitive.

Use the Product and Service Description Worksheet on the next page to help you complete this section.

Product & Service Description Worksheet

IV. Instructions: Marketing Plan

This section provides details on your industry, the competitive landscape, your target market and how you will market your business to those customers.

1.    Market research

There are two kinds of research: primary and secondary. Primary market research is information you gather yourself. This could include going online or driving around town to identify competitors; interviewing or surveying people who fit the profile of your target customers; or doing traffic counts at a retail location you’re considering.

Secondary market research is information from sources such as trade organizations and journals, magazines and newspapers, Census data and demographic profiles. You can find this information online, at libraries, from chambers of commerce, from vendors who sell to your industry or from government agencies.

This section of your plan should explain:

• The total size of your industry
• Trends in the industry – is it growing or shrinking?
• The total size of your target market, and what share is realistic for you to obtain
• Trends in the target market – is it growing or shrinking? How are customer needs or preferences changing?

2.    Barriers to entry

What barriers to entry does your startup face, and how do you plan to overcome them? Barriers to entry might include:

• High startup costs
• High production costs
• High marketing costs
• Brand recognition challenges
• Finding qualified employees
• Need for specialized technology or patents
• Tariffs and quotas
• Unionization in your industry

3.    Threats and opportunities

Once your business surmounts the barriers to entry you mentioned, what additional threats might it face? Explain how the following could affect your startup:

• Changes in government regulations
• Changes in technology
• Changes in the economy
• Changes in your industry

Use the SWOT Analysis Worksheet on the next page to identify your company’s weaknesses and potential threats, as well as its strengths and the potential opportunities you plan to exploit.

SWOT Analysis Worksheet

4.    Product/service features and benefits

Describe all of your products or services, being sure to focus on the customer’s point of view. For each product or service:

• Describe the most important features. What is special about it?
• Describe the most important benefits. What does it do for the customer?

In this section, explain any after-sale services you plan to provide, such as:

• Product delivery
• Warranty/guarantee
• Service contracts
• Ongoing support
• Training
• Refund policy

5.    Target customer

Describe your target customer. (This is also known as the ideal customer or buyer persona.)

You may have more than one target customer group. For instance, if you sell a product to consumers through distributors, such as retailers, you have at least two kinds of target customers: the distributors (businesses) and the end users (consumers). 

Identify your target customer groups, and create a demographic profile for each group that includes:

For consumers:

• Age
• Gender
• Location
• Income
• Occupation
• Education level

For businesses:

• Industry
• Location
• Size
• Stage in business (startup, growing, mature)
• Annual sales

6.    Key competitors

One of the biggest mistakes you can make in a business plan is to claim you have “no competition.” Every business has competitors. Your plan must show that you’ve identified yours and understand how to differentiate your business. This section should:

List key companies that compete with you (including names and locations), products that compete with yours and/or services that compete with yours. Do they compete across the board, or just for specific products, for certain customers or in certain geographic areas?

Also include indirect competitors. For instance, if you’re opening a restaurant that relies on consumers’ discretionary spending, then bars and nightclubs are indirect competitors.

Use the Competitor Data Collection Plan on the next page to brainstorm ways you can collect information about competitors in each category.

Competitor Data Collection Plan

Once you’ve identified your major competitors, use the Competitive Analysis Worksheet on the next page to compare your business to theirs.

Competitive Analysis Worksheet

For each factor listed in the first column, assess whether you think it’s a strength or a weakness (S or W) for your business and for your competitors. Then rank how important each factor is to your target customer on a scale of 1 to 5 (1 = very important; 5 = not very important). Use this information to explain your competitive advantages and disadvantages.

7.    Positioning/Niche

Now that you’ve assessed your industry, product/service, customers and competition, you should have a clear understanding of your business’s niche (your unique segment of the market) as well as your positioning (how you want to present your company to customers). Explain these in a short paragraph.

8.    How you will market your product/service

In this section, explain the marketing and advertising tactics you plan to use.

Advertising may include:

• Online
• Print
• Radio
• Cable television
• Out-of-home

Which media will you advertise in, why and how often?

Marketing may include:

• Business website
• Social media marketing
• Email marketing
• Mobile marketing
• Search engine optimization
• Content marketing
• Print marketing materials (brochures, flyers, business cards)
• Public relations
• Trade shows
• Networking
• Word-of-mouth
• Referrals

What image do you want to project for your business brand?

What design elements will you use to market your business? (This includes your logo, signage and interior design.) Explain how they’ll support your brand.

9.    Promotional budget

How much do you plan to spend on the marketing and advertising outreach above:

• Before startup (These numbers will go into your startup budget)
• On an ongoing basis (These numbers will go into your operating plan budget)

Use the Marketing Expenses Strategy Chart on the next page to help figure out the cost of reaching different target markets.

Marketing Expenses Strategy Chart

Download the Annual Marketing Budget Template. Using the information you’ve gathered, create your annual marketing budget.

10.  Pricing

You explained pricing briefly in the “Products & Services” section; now it’s time to go into more detail. How do you plan to set prices? Keep in mind that few small businesses can compete on price without hurting their profit margins. Instead of offering the lowest price, it’s better to go with an average price and compete on quality and service.

• Does your pricing strategy reflect your positioning?
• Compare your prices with your competitors’. Are they higher, lower or the same? Why?
• How important is price to your customers? It may not be a deciding factor.
• What will your customer service and credit policies be?

Use the Pricing Strategy Worksheet on the next page to help with your pricing.

Pricing Strategy Worksheet

11.  Location or proposed location

If you have a location picked out, explain why you believe this is a good location for your startup.

If you haven’t chosen a location yet, explain what you’ll be looking for in a location and why, including:

• Convenient location for customers
• Adequate parking for employees and customers
• Proximity to public transportation or major roads
• Type of space (industrial, retail, etc.)
• Types of businesses nearby

Focus on the location of your building, not the physical building itself. You’ll discuss that later, in the Operations section.

12.  Distribution channels

What methods of distribution will you use to sell your products and/or services? These may include:

• Retail
• Direct sales
• Ecommerce
• Wholesale
• Inside sales force
• Outside sales representatives
• OEMs

If you have any strategic partnerships or key distributor relationships that will be a factor in your success, explain them here.

If you haven’t yet finalized your distribution channels, use the Distribution Channel Assessment Worksheet on the next page to assess the pros and cons of each distribution channel you are considering.

Distribution Channel Assessment Worksheet

13.  12-month sales forecast

Download the Sales Forecast spreadsheet and use it to create a month-by-month sales projection.

If you’ve already made some sales, you can use those as a basis for your projections. If, like most startups, you haven’t sold anything yet, you’ll need to create estimates based on your market research, your proposed marketing strategies and your industry data.

Create two forecasts: a “best guess” scenario (what you really expect) and a “worst case” scenario (one you’re confident you can reach no matter what).

Keep notes on the research and assumptions that go into developing these sales forecasts. Financing sources will want to know what you based the numbers on.

After reading the Marketing Plan section, the reader should understand who your target customers are, how you plan to market to them, what sales and distribution channels you will use, and how you will position your product/service relative to the competition. 

A SCORE mentor can help you complete your Marketing Plan tailored for your business. Find a SCORE mentor.

V. Instructions: Operational Plan

This section explains the daily operation of your business, including its location, equipment, personnel and processes.

1.    Production

How will you will produce your product or deliver your service? Describe your production methods, the equipment you’ll use and how much it will cost to produce what you sell.

2.    Quality control

How will you maintain consistency? Describe the quality control procedures you’ll use.

3.    Location

Where is your business located? You briefly touched on this in the Company Overview. In this section, expand on that information with details such as:

1. The size of your location
2. The type of building (retail, industrial, commercial, etc.)
3. Zoning restrictions
4. Accessibility for customers, employees, suppliers and transportation if necessary
5. Costs including rent, maintenance, utilities, insurance and any buildout or remodeling costs
6. Utilities

4.    Legal environment

What type of legal environment will your business operate in? How are you prepared to handle legal requirements? Include details such as:

1. Any licenses and/or permits that are needed and whether you’ve obtained them
2. Any trademarks, copyrights or patents that you have or are in the process of applying for
3. The insurance coverage your business requires and how much it costs
4. Any environmental, health or workplace regulations affecting your business
5. Any special regulations affecting your industry
6. Bonding requirements, if applicable

5.    Personnel

What type of personnel will your business need? Explain details such as:

1. What types of employees? Are there any licensing or educational requirements?
2. How many employees will you need?
3. Will you ever hire freelancers or independent contractors?
4. Include job descriptions.
5. What is the pay structure (hourly, salaried, base plus commission, etc.)?
6. How do you plan to find qualified employees and contractors?
7. What type of training is needed and how will you train employees?

Download the Job Analysis Worksheet and use it to help you answer the questions above.

6.    Inventory

If your business requires inventory, explain:

• What kind of inventory will you keep on hand (raw materials, supplies, finished products)?
• What will be the average value of inventory (in other words, how much are you investing in inventory)?
• What rate of inventory turnover do you expect? How does this compare to industry averages?
• Will you need more inventory than normal during certain seasons? (For instance, a retailer might need additional inventory for the holiday shopping season.)
• What is your lead time for ordering inventory?

7.    Suppliers

List your key suppliers, including:

• Names, addresses, websites
• Type and amount of inventory furnished
• Their credit and delivery policies
• History and reliability
• Do you expect any supply shortages or short-term delivery problems? If so, how will you handle them?
• Do you have more than one supplier for critical items (as a backup)?
• Do you expect the cost of supplies to hold steady or fluctuate? If the latter, how will you deal with changing costs?
• What are your suppliers’ payment terms?

8.    Credit policies

If you plan to sell to customers on credit, explain:

• Whether this is typical in your industry (do customers expect it)?
• What your credit policies will be. How much credit will you extend? What are the criteria for extending credit?
• How will you check new customers’ creditworthiness?
• What credit terms will you offer?
• Detail how much it will cost you to offer credit, and show that you’ve built these costs into your pricing structure.
• How will you handle slow-paying customers? Explain your policies, such as when you will follow up on late payments, and when you will get an attorney or collections agency involved.

After reading the Operational Plan section, the reader should understand how your business will operate on a day-to-day basis.

VI. Instructions: Management & Organization

This section should give readers an understanding of the people behind your business, their roles and responsibilities, and their prior experience. If you’re using your business plan to get financing, know that investors and lenders carefully assess whether you have a qualified management team.

1. Biographies

Include brief biographies of the owner/s and key employees. Include resumes in the Appendix. Here, summarize your experience and those of your key employees in a few paragraphs per person. Focus on the prior experience and skills that have prepared your team to succeed in this business. If anyone has previous experience starting and growing a business, explain this in detail.

2. Gaps

Explain how you plan to fill in any gaps in management and/or experience. For instance, if you lack financial know-how, will you hire a CFO or retain an accountant? If you don’t have sales skills, will you hire an in-house sales manager or use outside sales reps?

3. Advisors

List the members of your professional/advisory support team, including:

1. Attorney
2. Accountant
3. Board of directors
4. Advisory board
5. Insurance agent
6. Consultants
7. Banker
8. Mentors and other advisors

If they have experience or specializations that will increase your chances of success, explain. For instance, does your mentor have experience launching and growing a similar business?

4. Organization Chart

Develop and include an organization chart. This should include both roles that you’ve already filled and roles you plan to fill in the future.

After reading the Management & Organization section, the reader should feel confident that you have a qualified team leading your business. 

Use the Management Worksheet and Organization Chart on the next two pages to highlight your management team.

Management Worksheet

Organization Chart

VII. Instructions: Startup Expenses & Capitalization

In this section, detail the expenses involved in opening for business and how much capital you’ll need. (Do not include ongoing expenses after your business opens; those are listed in the Financial Plan.) Estimating startup expenses as accurately as possible helps you gather enough startup capital.

1. Start-Up Expenses

Download and complete the Start-Up Expenses template. In working on this Business Plan, you should already have gathered most, if not all, of the information you need. In the body of this section, be sure to explain all of the assumptions behind the figures. How did you come up with these expenses? If you’ve secured or expect to secure loans, explain the source/s, amount/s and terms. If you’ve secured or expect to secure investors, explain how much each investor will contribute and what percentage of ownership each receives in return.

Be sure to include extra capital for unexpected expenses. Opening a new business almost always ends up costing more than expected, and you need to be prepared. List this figure in the Start-Up Expenses template under “Reserve for Contingencies.” How much should you set aside for contingencies? You can talk to other business owners in your industry to get a ballpark figure. If you can’t come up with a figure this way, a good rule of thumb is to set aside 20% to 25% of your total startup costs for contingencies.

2. Opening Day Balance Sheet

Download and complete the Opening Day Balance Sheet. Use it to detail the expected state of your business finances on opening day. As with the Start-Up Expenses sheet, be sure to explain the assumptions behind the figures.  

3. Personal Financial Statement

If you are using the business plan to seek financing, include personal financial statements for each owner and each major stockholder. The personal financial statements should detail each person’s assets and liabilities outside of the business and their personal net worth. Investors and/or lenders typically expect business owners to use personal assets to finance a startup, and they’ll want to see how much capital you have available from your personal finances.

After reading the Startup Expenses & Capitalization section, the reader should know how much money is needed to start the business and how well capitalized you are.

VIII. Instructions: Financial Plan

Your financial plan is perhaps the most important element of your business plan. Lenders and investors will review it in detail. Developing your financial plan helps you set financial goals for your startup and assess its financing needs. Include the following:

1. 12-month profit & loss projection

Also known as an income statement or P&L, the 12-month profit and loss projection is the centerpiece of your business plan. Download the 12-Month Profit and Loss Projection and fill in your projected sales, cost of goods sold and gross profit. (Refer to the Sales Forecast you created in Section IV). Then list your expenses, net profit before taxes, estimated taxes and net operating income. 

Be sure to explain the assumptions behind the numbers in your P&L. Keep detailed notes about how you came up with these figures; you may need this information to answer questions from potential financing sources.

2. Optional: 3-year profit & loss projection

A three-year profit and loss projection is not essential to a business plan. However, you may want to create one if you expect your business’s financials to change substantially after the first year, or if investors or lenders require it. Download the 3-Year Profit and Loss Projection template, and use it to create your projection.

3. Cash flow projection

The cash flow statement tracks how much cash your business has on hand at any given time. Once your business is up and running, you’ll want to keep close tabs on your cash flow statement. For now, however, you’re creating a cash flow projection. Think of the cash flow projection as a forecast for your business checking account. It details when you need to spend money on things such as inventory, rent and payroll, and when you expect to receive payments from customers and clients. For example, you may make a sale, have to buy inventory to fulfill the sale, and not collect payment from the customer for 30, 60 or 90 days. The cash flow projection takes these factors into account, helping you budget for upcoming expenses so your business doesn’t run out of money.

Download the 12-Month Cash Flow Statement and use it to create your projections.

4. Optional: 3-year cash flow statement

Depending on your needs and the purpose of your business plan, you may also want to include a 3-year cash flow statement. If so, download the 3-Year Cash Flow Statement and use it to create your projections. This is a much simpler document than the 12-month cash flow statement, but can still be useful in making plans.

5. Projected balance sheet

A balance sheet subtracts the company’s liabilities from its assets to arrive at the owner’s equity. You already created an opening day balance sheet in Section 1. Now, download the Balance Sheet (Projected), and create a projected balance sheet showing the estimated financial condition of your business at the end of its first year. The major difference between the two is that the projected balance sheet includes any owner’s equity resulting from the business’s first year in operation. Lenders and investors may want to see this projection.

6. Break-even calculation

The break-even analysis projects the sales volume you need in order to cover your costs. In other words, when will the business break even? Download the Break-Even Analysis template and, using your profit and loss projections, enter your expected fixed and variable costs. Adjust the categories to reflect your own business.

You can even create a couple of different break-even analyses for different scenarios. For example, your payroll costs will vary depending on whether you hire full-time employees or use independent contractors. Creating different break-even analyses can help you determine the best option.

7. Use of capital

If you’re using the business plan to seek financing from lenders or investors, provide a breakdown of how you will the capital and what results you expect. For example, perhaps you will use the money to buy new equipment and expect that to double your production capacity.

After reading the Financial Plan section, the reader should understand the assumptions behind your financial projections and be able to judge whether these projections are realistic.

A SCORE mentor can help you complete your Financial Plan tailored for your business. Find a SCORE mentor.

IX. Instructions: Appendices

Don’t slow your readers down by cluttering your business plan with supporting documents, such as contracts or licenses. Instead, put these documents in the Appendices, and refer to them in the body of the plan so readers can find them if needed.

Below are some elements many business owners include in their Appendices.

1. Agreements (Leases, contracts, purchase orders, letters of intent, etc.)
2. Intellectual property (trademarks, licenses, patents, etc.)
3. Resumes of owners/key employees
4. Advertising/marketing materials
5. Public relations/publicity
6. Blueprints/plans
7. List of equipment
8. Market research studies
9. List of assets that can be used as collateral

You can also include any other materials that will give readers a fuller picture of your business or support the projections and assumptions you make in your plan. For instance, you might want to include photos of your proposed location, illustrations or photos of a product you are patenting, or charts showing the projected growth of your market.

After reviewing the Appendices, the reader should feel satisfied that the assumptions throughout the plan are backed up by documentation and evidence.

X. Instructions: Refining the Plan

Modify your business plan for your specific needs, audience and industry. Here are some guidelines to help:

For Raising Capital from Bankers

Bankers want to know that you’ll be able to repay the loan. If the business plan is for bankers or other lenders, include:

• How much money you’re seeking
• How you’ll use the money
• How that will make your business stronger
• Requested repayment terms (number of years to repay)
• Any collateral you have and a list of all existing liens against your collateral

For Raising Capital from Investors

Investors are looking for dramatic growth, and they expect to share in the rewards. If the business plan is for investors, include:

• Investment amount you need short-term
• Investment amount you’ll need in two to five years
• How you’ll use the money and how that will help your business grow
• Estimated return on investment
• Exit strategy for investors (buyback, sale or IPO)
• Percentage of ownership you will give investors
• Milestones or conditions you will accept
• Financial reporting you will provide to investors
• How involved investors will be on the board or in management

For a Manufacturing Business 

• Explain the operations involved in manufacturing your product/s.
• What equipment is needed? What are the production/capacity limits of the equipment?
• What are the production/capacity limits of the proposed physical plant?
• Is specialized labor needed?
• What raw materials do you need for manufacturing? Are there any special requirements for storing these?
• What quality control procedures will you use?
• How will you manage inventory levels?
• What is your supply chain?
• Explain any new products you’re developing, or products you plan to begin developing after startup.

For a Service Business 

• Explain your prices and the methods used to set them.
• What systems and processes will you use for ensuring consistent delivery of services?
• What quality control procedures will you use?
• How will you measure employee productivity?
• Will you subcontract any work to other businesses? If so, what percentage of work will be subcontracted? Will you make a profit on subcontracting?
• Explain your credit, payment and collections policies and procedures.
• How will you maintain your client base and get long-term contracts?
• Explain any new services you’re developing or services you plan to add after startup.

For a Retail Business

• List specific brands you plan to carry that will give you a competitive advantage.
• How will you manage inventory? What inventory management software will you use?
• What forms of payment will you accept? What payment processing service will you use?
• What point-of-sale software and hardware will you use?
• Explain your markup policies. Your prices should be profitable, competitive and in line with your brand.
• Initial inventory level: Find the industry average annual inventory turnover rate (available in the RMA book). Multiply your initial inventory investment by the average turnover rate. The result should be at least equal to your projected first year's cost of goods sold. If not, you may need to budget more for startup inventory.
• What are your customer service policies?
• How will you handle returns and exchanges?
• Will your retail store also have an ecommerce site, or is one planned for the future?

For an Ecommerce Business 

• Will you sell a physical product, a service, a digital product (such as eBooks) or some combination of these?
• If you’re selling physical products, how will you brand and package them?
• Will you sell on your own website, online marketplaces (such as Amazon) or both?
• What technology providers and platforms will you use to run your ecommerce site?
  • Web hosting service
• Web design service
• Shopping cart provider
• Payment processing service
• Fulfillment & shipping services
• Email marketing services
• Can the solutions you’ve chosen quickly scale up or down as needed?
• Where will you get your products? Will you manufacture them in-house, buy them from manufacturers or use drop shippers?
• How will you handle returns and exchanges?
• What are your customer service policies? How will you provide customer service?
• Will you use any proprietary technology of your own and if so, what advantages does that give you?

For a Software or SaaS business

• What is your pricing structure? Will you use a free trial, “freemium” or paid business model?
• If you offer free services or a free trial option, how will you upsell customers to a payment model? What percentage of customers are expected to become paying customers?
• Have you tested your software? Are any “early adopters” already using the product?
• How will you encourage long-term contracts in order to create recurring revenues?
• How will you manage rapidly changing markets, technologies and costs?
• How will you keep your company competitive?
• Will you use in-house developers or outsource this function?
• How will you provide customer support?
• How will you retain key personnel?
• Are you using any proprietary or exclusive software that will give you a competitive edge?
• How will you protect your intellectual property?
• What additional products or updates to current products are you planning after launch?

Now That You’re (Almost) Finished . . .

Remember to go back, and complete the Executive Summary.

After you’ve filled out all the worksheets and executive summary, print them out and you have a business plan. Work with a SCORE mentor to review and refine your plan.