Before hiring a sell-side M&A advisor, make your business easier to understand: clarify your goals, organize financial records, identify the assets and issues a buyer may examine, and prepare documents for controlled review. This groundwork can make a sale process more orderly, but it cannot guarantee a particular price or a completed transaction.
The steps below are a practical starting point, not a universal timeline. U.S. Small Business Administration guidance applies to U.S. small businesses; legal, tax, and transaction details vary by jurisdiction and company.
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1. Define what you want from a sale
Write down the outcome you are considering before discussing buyer outreach. Your priorities will shape which questions to ask an advisor and which trade-offs deserve attention.
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- Would you be willing to stay involved after a sale, and if so, in what role?
- What confidentiality concerns should guide any discussions or sharing of company information?
- What broad outcome are you seeking, and what constraints could affect it?
There is no standard preparation period established for every company. The time needed depends on the business and the state of its records and affairs.
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2. Make the financial picture explainable
Start with the books. A prospective buyer needs to understand the company’s financial position and performance, and the owner should be able to explain significant figures and locate the records that support them. The SBA discusses bookkeeping, balance sheets, accounting methods, and accounting help in its guidance on managing a business.
Review the core records
- Bookkeeping records and financial statements, including balance sheets and income statements.
- Cash, receivables, and payables.
- Payroll records and the accounting method the business uses.
- Documents that support significant amounts and explain unusual or changing results.
If records need attention, the SBA recommends considering a CPA, bookkeeper, or online accounting service for accounting needs. Private companies are not required by the SBA to follow GAAP; do not change accounting methods or assume a particular standard is required without advice appropriate to your company.
3. Understand what a valuation can—and cannot—tell you
The SBA advises obtaining a business valuation before marketing the company. A valuation is an informed assessment, not a guaranteed sale price: the appropriate approach depends on the business, and the eventual transaction value also depends on deal terms. The SBA describes three approaches:
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| Approach | Evidence it relies on | What it can help examine | Important limitation |
|---|---|---|---|
| Income | Projected revenue and risk | Expected future income and the uncertainty around it | Projections and risk judgments affect the result; the SBA does not rank this approach for a particular company. |
| Market | Comparisons with similar businesses sold | How the company compares with relevant sale examples | The result depends on the relevance of the comparable businesses; the SBA does not rank this approach for a particular company. |
| Assets | Assets less liabilities | The value represented by net assets | Net assets may not by themselves capture earning power; the SBA does not rank this approach for a particular company. |
Do not assume the business is defined only by physical property. The SBA notes that assets can include intangible items such as brand presence, intellectual property, and customer information. A valuation professional can help assess which method or combination is meaningful for the company.
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4. Make a preliminary diligence inventory
Buyers may need to understand more than financial statements. Before an advisor begins a process, identify where the company’s key records and explanations are, and flag gaps or inconsistencies that may need attention. The categories below draw on practitioner guidance and should be adapted to the business, not treated as a universal checklist.
Contracts, ownership, and legal records
- Material customer, supplier, and other business contracts.
- Ownership and corporate records.
- Known legal issues or obligations that could affect a transaction.
People and operations
- Employee information relevant to understanding the business.
- Key-person dependencies: responsibilities or relationships that rely heavily on one individual.
- Operational processes that explain how the company delivers its products or services.
Customers, vendors, and earnings support
- Records that support revenue and explain customer or vendor relationships.
- Documents and a clear explanation for adjustments used to present earnings.
- Consistent answers to questions about the company, with a way to locate supporting documents.
A seller-side checklist from Alehar identifies missing contracts, unsupported earnings adjustments, weak revenue support, unresolved legal issues, inconsistent answers, and slow document responses as potential sources of diligence friction. These are practitioner observations, not a claim that every transaction follows the same checklist.
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5. Organize records for controlled disclosure
Create an index and a consistent folder structure for records the business has assembled. Group materials so that a reviewer can find the relevant information without repeatedly asking the owner to locate it. Keep track of gaps rather than filling them with estimates or unsupported explanations.
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6. Identify the professional help the company may need
Different parts of preparation call for different expertise. The SBA recommends considering accounting help and advises having an attorney review the sale agreement. Morgan Lewis describes M&A counsel, accountants, brokers or advisors, and data-room providers as possible participants in a sale process. Which professionals are appropriate, and when to involve them, depends on the company and transaction.
- Accounting: A CPA, bookkeeper, or accounting service may help organize and explain financial records.
- Valuation: A valuation professional can assess an appropriate method and its assumptions.
- Legal: Seek counsel with relevant M&A experience to address transaction issues and review sale documents. The SBA specifically advises legal review of the sale agreement.
- Transaction support: An M&A advisor may help manage a sale process; an advisor may also recommend data-room hosting appropriate to the transaction.
You can begin collecting and indexing records before selecting an M&A advisor. For tailored advice on tax, legal, valuation, or transaction matters, consult qualified professionals who understand your circumstances.
7. Ask practical questions when choosing an M&A advisor
Use early conversations to test whether an advisor’s experience and proposed role fit the company. These are questions to ask, not a universal scoring rubric:
- What company size, industry, transaction type, and geography do you work with?
- Who will handle the day-to-day work?
- How do you handle confidentiality and screen potential buyers?
- What preparation do you expect before buyer outreach?
- What will you handle, and what will remain with the owner’s CPA and attorney?
- How do you form valuation expectations, and what assumptions should I examine?
- What fees and engagement terms apply?
Ask for the advisor’s explanation of the assumptions behind any valuation expectation rather than treating an estimate as a promised sale outcome.
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