What Should I Do When a Buyer Makes an Unsolicited Offer for My Business?

Pause before treating the message as a real offer

An unexpected email, call, or letter can create pressure to respond quickly. It does not require an immediate decision about selling. Start by preserving the original message, noting when it arrived, and moving communication to a channel you control. Do not send customer lists, employee details, tax returns, bank statements, system credentials, contracts, or a full financial package simply because the sender asks for them.

The first question is not whether the price sounds attractive. It is whether the person has identified a genuine business purpose and a credible route to completion. A short, neutral response can acknowledge receipt and request the buyer's legal entity, contact details, role, proposed transaction structure, broad source of funds, and the information they used to form the approach. Ask for a written outline rather than filling gaps with your own assumptions.

Check who is behind the approach

Buyer credibility is a separate question from price. Check the proposed buyer's legal name, website, ownership or parent-company information where available, relevant operating history, and the identity of the person authorized to speak. If an intermediary is involved, ask whom the intermediary represents and whether that relationship can be confirmed. A polished message is not evidence of funds, authority, or a serious mandate.

Use more than the buyer's own description when checking basic facts. Public corporate registries, regulator filings where relevant, the buyer's official website, and references that you independently obtain can help identify inconsistencies. Do not treat a search result, profile page, or claimed portfolio as proof. If the buyer will need financing, ask what stage that financing is at and whether the stated price depends on approval that has not been obtained.

Create a short internal record of the checks, open questions, and person responsible for each follow-up. The owner should decide who may communicate externally. This reduces the risk that different employees disclose different information or imply that the business has agreed to a process before the owner has made that decision.

Decide whether you want to explore a sale

An unsolicited approach can be useful information without being a reason to sell. Separate the owner's objectives from the buyer's timetable. Consider whether a sale fits personal plans, the role you want after closing, the needs of employees and customers, debt or ownership constraints, and the consequences of a failed or public process. You can ask for more information, decline courteously, or keep the conversation exploratory without authorizing a sale process.

If the owner is not ready, a simple response can say that the business is not pursuing a transaction at this time and that no confidential information is authorized for use. If the owner is curious, set a narrow next step, such as a short introductory call or a request for a non-binding written summary. Avoid granting exclusivity, agreeing to a deadline, or promising access before the owner understands the proposed process.

For a company with multiple owners, a board, minority investors, or significant lenders, identify the approval and consultation requirements before presenting a response as the company's position. Those requirements vary by entity documents, contracts, financing arrangements, and jurisdiction. A qualified attorney can help identify what must be checked; this article does not determine those obligations.

Set information boundaries before disclosure

A non-disclosure agreement is a contract, not a substitute for judgment. The UK Intellectual Property Office explains that an NDA should state what is covered and limit use to a defined purpose. It also advises considering permitted disclosures to employees and professional advisers, the duration of confidentiality, signing authority, governing law, and where enforcement may occur. Those are drafting issues to review with counsel in the relevant jurisdiction, not universal terms for every deal. [1]

Before signing or sharing, decide what the buyer needs for this stage. A staged package might begin with public business information and high-level, rounded operating themes. More detailed financial statements, customer concentration, employee information, proprietary processes, pricing, contracts, and personal data should wait until the buyer's identity, purpose, and safeguards are satisfactory. Keep a disclosure log that records what was shared, with whom, when, and under which version of the agreement.

Review the buyer's draft carefully. A filed transaction confidentiality agreement illustrates provisions that can address purpose-limited use, need-to-know representatives, exceptions, copying, return or destruction, and the fact that exchanging information does not itself require either party to enter a later agreement. It also contains public-company provisions, including securities-law and standstill language, that should not be copied into a private-company process without qualified review. [2]

Break the headline price into assumptions

Treat an initial number as an indicative offer. Ask whether it is for shares, assets, or another structure; whether it is enterprise value or the amount payable to owners; and how debt, cash, working capital, taxes, fees, leases, or other adjustments are handled. Ask how much is cash at closing and what portion depends on financing, an earnout, a rollover, a seller note, retention, or later performance. These labels can change the economic meaning of the headline figure.

Ask the buyer to identify the assumptions behind the number. Useful questions include which period of financial performance was used, whether the buyer has normalized any owner expenses or one-time items, what growth or investment expectations are built in, and which matters remain subject to diligence. You are not trying to negotiate every term in the first exchange. You are finding out whether both sides are discussing the same transaction.

Record each answer and mark it as confirmed, proposed, or unknown. Do not present an unverified figure as the value of the business. A valuation professional or transaction adviser can help test the analysis, while legal and tax professionals can explain consequences that depend on structure and location.

Choose a controlled next step

If the approach remains credible and the owner wants to learn more, define a short process with a named human owner for each task. One person should coordinate communications. Another can maintain the source-of-truth financial records. Counsel should review the NDA and later transaction documents. A financial adviser can test the offer and alternatives when the owner wants that analysis. No software output should send a message, disclose a file, approve a term, or negotiate on the owner's behalf.

Use explicit stopping conditions. Pause if the buyer refuses basic identity checks, requests sensitive material before a suitable confidentiality arrangement, changes the proposed structure without explaining why, pressures the owner to sign quickly, or cannot answer how the price would be funded. Also pause when the process begins to disrupt operations, unsettle employees, or create customer risk. A pause is a decision, not a failure of the process.

A practical review log can track the buyer's claims, the source used to check each claim, the permission required before each disclosure, the reviewer who approved a step, and the next decision date. If a document-processing or AI tool is used to summarize materials, limit the tool to approved files, preserve the original records, check its output against those records, and require human review before anything is relied on or shared. Do not assume a tool creates privilege, confidentiality, accuracy, or compliance.

Know when to decline or widen the process

The owner can decline after the first call, after reviewing an indicative offer, or after limited diligence. A courteous written response should avoid disclosing reasons that create new risk. Keep a record of the decision and any confidentiality obligations that continue. If the owner wants to proceed, consider whether talking only with the first buyer serves the owner's objectives or whether a broader, carefully controlled market check is appropriate. That choice depends on confidentiality, disruption, buyer fit, timing, and professional advice.

For public companies and some other structures, directors may have additional duties and process considerations. The American Bar Association's published table of contents identifies unsolicited approaches as part of a broader process involving deal-team organization, confidentiality and communication controls, initial review, potential showstoppers, transaction structures, and sales-process choices. That material is not a universal rule for private businesses, but it reinforces the value of deliberate process controls rather than an improvised response. [3]

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 chosen professionals remain responsible for decisions, permissions, source checks, and human review.