Many entrepreneurs and businesowners forget to highlight goodwill factors in quantifying their valuation– don’t be one of them.

When it’s time to sell your company or get new investors, valuation is the key parameter to success or disappointment.

The first step is to quantify the value of assets and current financial performance, but many entrepreneurs want to go further by adding additional value for “intangibles,” commonly called goodwill. The challenge is how to highlight these to your advantage.

In my experience as an angel investor to startups, goodwill disagreements are perhaps the most common reason that you will fail to close interested investors as an entrepreneur. The same goes for business deals that fail during acquisitions or when it is time for you to retire.

Here is my list of key goodwill elements that investors consider, and how you can optimize them in your favor:

1. Your image, reputation, and depth of experience.

If you are the entrepreneur or owner, every potential investor takes a hard look at you. They look at your track record, industry leadership, marketing energy, moral values, and peer relationships. To maximize this value, start now by taking a visible and active role in your industry and community.

For example, Jeff Bezos— who of course no longer needs investors– worked hard in his early days courting potential investors, building relationships and credibility that allowed him to get the money he needed to scale his company quickly. You need to do the same now.

2. Quality of your technical and business teams.

No matter how great your solution, or your own image, it takes a strong team to run a business. Even new and inexperienced entrepreneurs can justify millions in goodwill if they have assembled an engaged and experienced team to support them. Make sure they have the tools to support them.

Consider back in the early days of the personal computer, when Bill Gates and Microsoft were widely recognized as having the strongest technical culture, as well as a commanding marketing presence. In my view, that was their key to the early goodwill they needed.

3. Brand recognition and market influencer support.

With today’s worldwide Internet and social media, your brand impact is not set by what you say, but by numbers of followers, influencers, and satisfied customers. This is the reason that many new startups offer freemium services, and prioritize attracting a large following above making a profit.

Just be aware that building your customer base first requires deep pockets or many investors. Facebook, for example, used this strategy and is making big money today, but only after $150 million from investors, mostly goodwill. Brand recognition was the key.

4. Show synergy with existing business or opportunity.

If you can highlight a clear synergy with investor interest, where the sum of one plus one equals three or more, then a large goodwill number is likely. In this context, it’s always important to do your own due diligence on every potential investor, and not wait for them to come to you.

5. Proprietary technology with a high barrier to entry.

As a potential investor, I always look for startups that have filed at least a provisional patent or can make the case that their solution cannot be easily duplicated. Many good business startups I know have failed due to large companies recognizing your new market, and quickly capitalizing on it.

6. Highlight your commitment to a higher purpose.

These days, if your business has a credible image of supporting the environment, or helping a recognized social cause, that can be quantified by potential investors as goodwill. It is never too early to review your strategy and goals to decide how you can help the world, and maximize financial returns.

7. Point out that your business location or timing is unique.

In business, as in real estate, the key is location, location, location. Be prepared to highlight how your business location gives you better access to your target market, and give you an advantage over competitors. If possible, make the same case for your solution availability and timing.

If you have ever watched Shark Tank on TV, you will recognize the role of goodwill in justifying the large startup valuations that entrepreneurs always see for their innovative new solutions. Before you get in that position, I recommend you integrate into your pitch and business plan as many of the items outlined here as you can before investors have already opted out.


This article was written by Martin Zwilling from Inc. and was legally licensed through the Industry Dive Content Marketplace. Please direct all licensing questions to


The opinions expressed within this article is that of Martin Zwilling and not that of M&T Bank, nor does M&T Bank endorse the opinions.

This article is not intended to provide tax, legal, accounting, financial, or other professional advice. Always consult a qualified professional about your personal situation.


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