How to Get Your Business Ready to Sell: 90-Day Checklist

Get Your Financials Clean and Buyer-Ready

Buyers will ask for three years of tax returns and three years of P&Ls within 48 hours of signing an NDA. If those documents are messy, inconsistent, or don't reconcile with each other, you will spend your entire due diligence period defending numbers instead of closing a deal.

**Reconcile your tax returns to your P&Ls.** These two documents should tell the same story. When they diverge — different revenue figures, different expense categories — buyers assume the worst. If there are legitimate reasons for differences (timing, depreciation methods, owner distributions), document them in a one-page addendum before a buyer ever asks.

**Prepare a clean adjusted earnings summary.** This is the most important single document in your sale package. Take your net profit and add back: owner's salary and benefits, personal expenses run through the business (vehicle, phone, travel), one-time or non-recurring expenses, depreciation and amortization, and any above-market rent paid to a related party. The result is your **Seller's Discretionary Earnings (SDE)**. Show every add-back line by line with documentation. A buyer who can follow your add-back math will pay your asking price. A buyer who has to guess at it will discount.

**Pull a trailing 12-month P&L.** Most buyers care more about the last 12 months than a 3-year average. If your business has been growing, the trailing 12 is higher than the 3-year average and supports a higher asking price. Have it ready, current to the last full month.

**Separate personal from business.** If you've been running personal expenses through the business — which most owner-operators do — stop doing it now and document what was personal for the add-back. Buyers doing diligence will find it either way. It's better to disclose and explain than to have it surface as a surprise.

Fix the Customer Concentration Problem Before You List

Customer concentration is the single most common reason deals reprice or fall apart in due diligence. If one customer represents more than 20% of your revenue, every serious buyer will either demand a price reduction or walk away — because they are not buying a business, they are buying a dependency.

In 90 days you cannot fix deep concentration, but you can reduce its impact in two ways.

**Get contract extensions signed.** If your large customer is on a month-to-month arrangement, ask them to sign a 1–2 year contract before you list. A large customer under contract is a protected revenue stream. A large customer on a handshake is a liability. Most long-term customers will sign a contract if you frame it correctly — 'we're planning for the next few years and want to formalize the relationship.' You don't need to disclose a pending sale.

**Document the relationship depth.** If the customer relationship extends beyond you personally — if your operations manager handles the day-to-day, if there are multiple points of contact on their side, if you've delivered consistent results for years — document it. Write a one-paragraph summary of the relationship: how long, what services, who the day-to-day contacts are on both sides, and why the relationship is durable. This doesn't eliminate the concentration concern but it reframes it from 'fragile dependency' to 'anchored account.'

**Accelerate new customer acquisition.** 90 days of focused sales effort can meaningfully shift your concentration percentage. If you currently do $1.2M with one customer at 40% ($480K), landing $200K in new contracts drops that customer to 33% of a larger revenue base. Not fixed, but meaningfully improved.

Prove the Business Runs Without You

Buyer's single biggest fear in a small business acquisition: they close, the owner leaves, and revenue follows the owner out the door. If your business requires you to function — you are the primary salesperson, the key technician, the one who handles every difficult customer — buyers will either pay a lower multiple or require a long and expensive transition period.

**Document your operating procedures.** You do not need a 200-page operations manual. You need a written process for the 10–15 things that happen every week. How do new jobs get scheduled? How do customer complaints get handled? How does invoicing work? How are employees supervised? Write it down. A buyer reading your procedures gains confidence that the knowledge lives in a document, not only in your head.

**Have your team handle more before you list.** Spend the next 90 days delegating decisions you currently make yourself. If you approve every invoice, train your office manager to approve invoices under $1,000. If you handle every new customer call, train your best technician to do initial consultations. The goal is to be able to demonstrate during due diligence that the business operated normally during weeks when you were at low involvement.

**Identify your key employees and lock them in.** A buyer will ask who the key people are and what would happen if they left. If the honest answer is 'the business would struggle significantly,' that is a valuation problem. Consider stay bonuses tied to a post-close employment period — funded at closing from the sale proceeds — for employees essential to the transition. This costs you nothing pre-close and dramatically improves buyer confidence.

Organize Your Legal and Operational Documents

Due diligence is a document exercise. Buyers request everything, and how fast you respond — and how organized your files are — signals whether you are a professional seller or someone who has been running a business out of a shoebox. Disorganized sellers lose deals to impatient buyers and give attorneys ammunition to find more problems.

Build a data room before your first NDA is signed. A shared Google Drive or Dropbox folder organized by category is sufficient — you do not need a purpose-built deal platform for a Main Street transaction. Organize it so any document can be found in under 60 seconds.

What to have ready:

• 3 years of federal business tax returns
• 3 years of monthly profit & loss statements
• Trailing 12-month P&L and adjusted earnings summary
• Current balance sheet
• Accounts receivable aging report
• All customer contracts, sorted by annual value
• All vendor and supplier agreements
• Equipment list with age, condition, and estimated replacement cost
• Vehicle titles and maintenance records
• All business licenses, permits, and certifications
• Office/facility lease agreement and remaining term
• Employee roster with titles, start dates, compensation, and classification
• Any active or threatened litigation (disclose, do not hide)
• Past 3 years of insurance certificates and claims history

Know Your Walk-Away Number Before You Talk to Anyone

Every negotiation goes better when you know your number before it starts. Sellers who enter negotiations without a clear floor get pushed around by experienced buyers. Sellers who know their floor hold it — and close faster.

Your asking price is not your floor. Your floor is the minimum you will accept after taxes, transaction costs, and any earnout or seller note risk is accounted for. Work backwards:

**Calculate your net proceeds.** Take your asking price, subtract transaction costs (attorney fees, broker fee if applicable, transfer taxes), subtract federal and state capital gains tax on the business sale, and account for any purchase price adjustments likely to come out of due diligence. What lands in your account after all that is your net proceeds. Is that number enough?

**Understand your deal structure preferences.** All-cash at close is the cleanest exit but produces the lowest price. Seller financing at 20–30% gets you a higher headline number and monthly income but keeps you exposed for years. An earnout tied to post-close performance gives buyers confidence in projections but creates disputes. Know which structures you will and will not accept before you enter a negotiation.

**Model the SBA buyer math.** Most buyers of Main Street businesses use SBA 7(a) financing. The SBA Loan Calculator lets you model a deal from the buyer's perspective — what monthly debt service a given purchase price produces at current rates. If your asking price produces a monthly payment the business cannot service at 1.25x DSCR, no SBA lender will approve it and your deal will fall apart at the financing contingency. Know this before you set your price.

For the LOI stage — when a buyer submits an offer and you're negotiating terms — the LOI Generator produces a clean counter-offer or acceptance document in under two minutes, including deal structure, financing contingency, exclusivity period, and due diligence timeline.

The Disclosures That Will Come Out Anyway

Due diligence is designed to find everything. Experienced buyers and their attorneys will find the problem with your lease, the customer who left last year, the employee lawsuit that settled, and the equipment that needs $30K of work. The only question is whether they find it from you first or from their own investigation.

Sellers who disclose proactively control the narrative. Sellers who hide things lose the deal when buyers find them — and buyers always find them.

**Disclose significant customer losses.** If you lost a major customer in the last 18 months, buyers will see it in the trailing revenue. Get ahead of it: explain what happened, why it was non-recurring or structural, and what you did in response. A lost customer with a coherent explanation is a manageable issue. A lost customer discovered in diligence with no prior disclosure is a deal-killer.

**Disclose pending legal matters.** Any threatened or pending litigation, regulatory investigation, or unresolved dispute needs to be disclosed before the LOI stage. Buyers include reps and warranties in the purchase agreement specifically covering this — a non-disclosure creates post-close liability for you.

**Be honest about the equipment.** If three trucks need work, say so. Buyers will get an equipment inspection for anything representing significant asset value. An undisclosed $50K deferred maintenance problem discovered in diligence becomes a $70K price reduction demand. Disclosed upfront, it's a $50K adjustment you negotiate once.

The sellers who close fastest and at the highest multiples are the ones who walk into the process with a clean package, clear numbers, and full disclosure. Buyers are paying a premium for certainty. Give them certainty and they will pay for it.