I want to sell my business. What do I do?

1. Define what the sale must achieve

The first question is not “What is my business worth?” It is “What do I need the transition to accomplish?” Write down the outcomes that matter: a complete exit or a period of continued involvement, liquidity at closing or continuing payments, protection for employees, continuity for customers, a family or employee successor, or simply a credible option if circumstances change. These priorities can point to different structures and different buyers.

Separate non-negotiables from preferences. For example, you may require confidentiality until a defined milestone, while being flexible about the buyer’s industry experience. You may want to leave immediately, while accepting a short handover period. A simple decision brief gives advisers a common starting point and helps you recognize when a proposed path solves the wrong problem. The SBA identifies personal and financial considerations, timing, succession, outside sale, due diligence, financing, and negotiation as important parts of early exit planning. [4]

2. Choose who should know, and when

A sale can expose sensitive information about revenue, margins, customers, employees, suppliers, pricing, intellectual property, and strategy. Before contacting a potential buyer, decide which facts can be shared at each stage and who is authorized to approve a release. Keep a disclosure log that records the recipient, date, purpose, materials provided, and any follow-up restriction. Use a clean source-of-truth folder rather than passing uncontrolled copies through personal inboxes or shared links.

A filed SEC transaction confidentiality agreement illustrates controls that may appear in a negotiated process: using information only to evaluate the transaction, limiting access to representatives who need it, routing requests through designated parties, restricting unauthorized contact, and addressing return or destruction. It is an example from one transaction, not a universal template or a rule for every private-company sale. Have qualified counsel review the confidentiality agreement, permitted disclosures, and any industry-specific obligations before you use them. [3]

3. Build a sale-readiness baseline

Create an inventory of the business before trying to market it. At a minimum, organize financial statements and supporting schedules, tax filings, major contracts, debt and liens, leases, insurance, licenses, intellectual-property records, employee and contractor arrangements, customer concentration information, supplier dependencies, and material disputes. The exact list depends on the business and jurisdiction. The goal is not to create a perfect data room on day one. It is to discover gaps while you still have time to correct, explain, or price them.

Also document how the company actually works. Identify recurring decisions that sit with the owner, key relationships that have no second contact, undocumented pricing logic, manual reporting, and operational steps known by only one person. Distinguish a business problem from a documentation problem. A buyer may understand a dependency if it is disclosed and transferable, but surprises late in diligence can change trust, structure, or willingness to proceed. Assign an owner and due date to each readiness gap, and record whether the gap is fixed, explained, or intentionally accepted.

4. Understand value without anchoring on a number

A valuation exercise is useful because it makes assumptions visible. Review the quality and durability of earnings, recurring versus one-time revenue, working-capital needs, customer and supplier concentration, capital expenditure, debt, owner dependence, defensibility, and credible growth constraints. Ask which facts are historical, which are management estimates, and which depend on a buyer’s future plan. Keep an evidence trail for adjustments so a reviewer can reproduce the reasoning.

The SBA describes income, market, and asset approaches as common valuation methods. Its guidance also says owners should value property and real estate tied to the business, including relevant intangible assets, before marketing to prospective buyers. [1] That does not establish a market price for your company. A valuation is an analytical view with assumptions, scope, and a date. Use an appropriately qualified valuation professional when the decision, ownership structure, tax position, or dispute warrants it, and ask your tax adviser how a proposed structure may affect allocation and reporting.

5. Decide what is being sold

Do not treat “selling the business” as a complete description of the transaction. Clarify whether the contemplated deal involves equity, selected assets, the operating business, real estate, intellectual property, inventory, contracts, or some combination. List what is included, excluded, assumed, or retained. Check transfer restrictions, consent requirements, liens, licenses, employee arrangements, and customer or supplier contracts before presenting a structure as workable.

The IRS explains that a business sale is generally treated as a sale of individual assets rather than one asset. Different categories can have different tax treatment, and a lump-sum trade or business sale uses a residual method to allocate consideration among transferred assets, including goodwill and certain intangible property. [2] This is a federal tax explanation, not individual tax advice, and state, local, entity, and transaction-specific rules can differ. Put the structure and allocation questions to qualified legal and tax advisers before signing a letter of intent or definitive agreement.

6. Compare the sale paths

An outside buyer is only one route. Depending on your objectives, compare a strategic buyer, a financial buyer, a management or employee transition, a family succession, a gradual sale, or a temporary transfer arrangement. Each path changes the likely information flow, financing questions, owner role, timing, governance, and risk of an unsuccessful process. Do not choose a route solely because it sounds fastest. Test whether the path fits your confidentiality needs, successor capability, financial requirements, and willingness to remain involved.

The SBA describes outright and gradual sales, as well as lease arrangements, as possible ownership-transfer options. [1] That description does not mean any option is suitable for your entity or jurisdiction. Build a comparison sheet with the same questions for each route: What is transferred? Who funds it? What must be approved? What happens if payments, performance, or consent fails? Who controls operations between signing and closing? Which professional review is needed? A clear comparison can expose a preferred path without pretending that the answer is universal.

7. Set process rules before approaching buyers

If you proceed, write down the process before the first serious outreach. Decide who can contact a buyer, who approves descriptions and materials, what evidence supports each claim, which information is released at each stage, how questions are logged, and when discussions stop. Establish a human reviewer for financial figures, legal statements, projections, and confidential documents. Use a checklist to compare buyer questions against the source records rather than answering from memory.

Software can help an owner organize records, valuation inputs, marketing materials, buyer notes, and deal tasks, but it should not make autonomous disclosures, approvals, outreach, or negotiation decisions. If you use an AI-assisted workflow, define the task narrowly, name the accountable reviewer, provide approved source records, check for unsupported claims and stale versions, and pilot it on non-sensitive material first. Stop the pilot if the system invents facts, loses citations, exposes information to an unapproved recipient, or produces output the reviewer cannot verify. Keep a manual route available for every consequential step.

8. Make the first 30-day workplan concrete

Turn the decision map into a short workplan. In the first week, write the exit brief, ownership and authority map, confidentiality levels, and list of advisers to consult. Next, reconcile the core financial records and assemble a gap register. Then document owner-dependent operations, review contracts and transfer restrictions, and request an initial valuation discussion. Finally, compare sale paths and decide whether the business is ready for a controlled buyer conversation or needs more preparation.

At the end of the period, hold a go, pause, or change-path review. Go means the owner can explain the objective, scope, records, permissions, and next decision. Pause means a material gap or approval remains unresolved. Change path means the preferred outcome is better served by succession, a gradual transfer, or continued ownership with management support. Revisit the decision when facts change. Early planning is valuable even when it leads to waiting, because it turns an unstructured intention into a managed choice.

Acquivo is a software platform that delivers the entire sell-side M&A process, valuation, marketing materials, buyer matching, and deal management, on one platform for business owners, M&A attorneys, and boutique investment banks. Acquivo gives business owners the entire sell-side process an investment bank would run, as software, with no success fee. It is user-operated software, so the owner and selected advisers remain responsible for source checks, permissions, professional judgment, and approvals.