The Checklist You Need Before Selling Your Business
Introduction: Don't Go to Market Blind
Most business owners think they’re ready to sell when they’ve hit a revenue milestone or feel it’s time to move on. But readiness in emotional timing isn’t the same as transactional readiness.
At William & Wall, we work with middle market owners in Arizona and around the country to ensure their businesses are sale-ready—not just appealing, but defensible. Here’s your no-fluff, bare minimum checklist to get your business ready for market.
✅ 1. Financial Statements (Audited or Reviewed)
At least three years of clean financials—ideally reviewed or audited by a reputable CPA firm.
Income Statements
Balance Sheets
Statements of Cash Flow
🧠 Buyers will scrutinize trends, margins, and consistency. Weak accounting will undermine valuation and delay diligence.
✅ 2. Tax Returns (3–5 Years)
Buyers and their lenders will want to verify financial integrity through filed returns. Discrepancies between your P&L and tax filings raise red flags.
✅ 3. Detailed Revenue Breakdown
You need to show:
Top customers by revenue
Customer concentration risk
Revenue by product/service line
Recurring vs. one-time revenue
📉 Revenue concentration over 20% in one customer? That’s a deal risk—and it needs to be mitigated in narrative and structure.
✅ 4. Clean Cap Table and Ownership Records
Who owns what? Are there any silent partners, convertible notes, phantom equity, or undocumented agreements?
📜 Muddy ownership = legal delays and deal uncertainty.
✅ 5. Key Employee Agreements
Retention plans, employment contracts, and compensation structures for key executives must be in place. Buyers need to know who is staying—and on what terms.
👥 Missing: Key man risk becomes a valuation discount.
✅ 6. Corporate Governance Documents
Articles of Incorporation
Bylaws or Operating Agreement
Board minutes (if applicable)
Shareholder/partner agreements
📚 These documents validate authority to sell and avoid post-LOI surprises.
✅ 7. Contracts & Legal Agreements
You’ll need organized, accessible versions of:
Major customer/supplier contracts
Leases (real estate and equipment)
Debt agreements
Insurance policies
Non-compete/NDA documents
🧠 If your buyer discovers a problematic clause (e.g., change-of-control penalty), they will demand a concession.
✅ 8. Inventory and Asset List
Detailed documentation of fixed assets, inventory, IP, and equipment—along with their depreciation schedules and maintenance records.
✅ 9. Preliminary Quality of Earnings (QoE)
A sell-side QoE by a reputable accounting firm gives you credibility, highlights adjusted EBITDA, and reduces buyer discounting during diligence.
🔍 This is your financial bulletproof vest.
✅ 10. A Clear Exit Strategy
What are your goals?
Full exit or rollover equity?
Immediate retirement or transition period?
Cash up front or open to earnouts?
🧭 Knowing your deal objectives helps your banker craft the right process and attract aligned buyers.
Bonus: A Skilled M&A Advisory Team
No matter how prepared you are, DIY deals are high risk. A seasoned investment banking firm like William & Wall does more than negotiate—they defend value, control the narrative, and avoid catastrophic missteps.
Conclusion: Get Organized. Get Paid.
Buyers don’t pay top dollar for uncertainty. They reward clarity, professionalism, and preparedness. Start here. Then work with experts who can turn your checklist into leverage.
📍William & Wall is an M&A advisory firm based in Scottsdale, Arizona serving business owners statewide and nationwide with expert business sale preparation.
Let’s Talk Readiness
Thinking about selling in 12–24 months? Start preparing today. We’ll guide you step by step, from checklist to close—with the clarity and rigor that serious buyers respect.
