What Should I Include in a CIM for My Business?

Start with the investment story and transaction context

Open with a concise description of what the company does, whom it serves, where it operates, and why the owner is exploring a transaction. The point is orientation, not persuasion by adjective. Describe the proposed transaction context only to the extent it is known, such as a full sale, a partial sale, or an ownership transition under discussion. Do not imply that a buyer has committed to a structure or price.

Explain the business model in terms a buyer can test. Identify how the company wins and fulfills work, how it earns revenue, what drives gross margin, and which resources are essential. If the company has several lines of business, show how they differ by customer, delivery model, margin profile, seasonality, or capital need. A reader should be able to connect the narrative to the schedules that follow.

Describe products, customers, and market position

Describe the products or services, their lifecycle, pricing logic, sales channels, and delivery responsibilities. Identify the customer groups that matter to the business and explain concentration, retention, contract length, renewal practices, backlog, and dependencies where those facts are material. Use current customer and revenue reports as support rather than relying on broad claims such as loyal customers or a strong market position.

Give the reader a grounded view of the market. Include the target market, relevant competitors or substitutes, geographic reach, regulatory or licensing conditions, and the factors that influence demand. Market research should connect to the company's own sales and operating evidence. The SBA's business-planning guidance similarly places company description, market analysis, organization, products, marketing, and sales alongside financial projections, which is a useful completeness check even though a CIM is not a standard business-plan form. [3]

Show how the business operates

Explain the operating system behind the reported results. Cover locations, equipment, technology used in core workflows, suppliers, inventory, fulfillment, quality controls, and key processes. Identify which functions depend on the owner, a small number of employees, a particular supplier, a license, or a system that a buyer would need to maintain or replace.

Include an organization chart and short profiles for key roles, but keep the focus on responsibilities and continuity. Describe hiring constraints, compensation structures, contractors, and succession or transition considerations when they affect execution. Attach or reference leases, permits, supplier terms, insurance information, and other operating records as appropriate. The SBA specifically advises a buyer to examine contracts, leases, cash flow, inventory, licenses, permits, and related obligations during an objective investigation. [2]

Present historical financial performance with explanations

Include income statements, balance sheets, and cash flow information for a consistent historical period that is appropriate for the business and transaction. State the accounting basis, fiscal year ends, currency, and whether the figures are prepared, reviewed, audited, or management-generated. Reconcile the figures to the general ledger, tax returns, or other source records where applicable, and explain differences rather than mixing incompatible bases.

Add schedules that help a buyer understand the economics: revenue by meaningful category, gross profit, headcount and payroll, capital expenditures, working capital, debt, owner compensation, related-party activity, and unusual or nonrecurring items. If you present an adjusted operating measure, show the bridge from the reported number and identify the evidence for each adjustment. Do not label an item add-back merely because it is convenient. Historical figures should tell the same story as the narrative, or the discrepancy should be addressed directly.

Make the management forecast traceable

A forecast belongs in a CIM only when the assumptions can be inspected. Show the period, revenue drivers, pricing or volume assumptions, customer or pipeline basis, staffing plan, gross-margin assumptions, operating expenses, capital spending, working capital, taxes, and financing assumptions that materially affect the result. Separate actual results, annualized results, management estimates, and forward projections with clear labels.

Tie each major forecast assumption to an operating record or an explicit management judgment. For example, a volume assumption may relate to signed work, historical conversion, capacity, or a stated commercial plan. Explain what would cause the forecast to miss and identify a downside or sensitivity view when a single assumption has an outsized effect. The SBA recommends historical statements and prospective statements together, with projections explained and connected to the business plan. [3] The SEC's MD&A guidance offers a related discipline for public-company disclosure: known trends, commitments, events, and uncertainties that may materially affect future results should be considered and explained. That guidance is not a blanket rule for private CIMs, but the reasoning is useful. [1]

Disclose assets, obligations, and transaction-relevant risks

Give the reader a complete view of what may transfer, remain with the seller, or require consent. Describe owned and leased property, equipment, intellectual property, software rights, inventory, accounts receivable, debt, deferred revenue, warranties, customer deposits, and other material assets or obligations. Explain liens, change-of-control provisions, assignment restrictions, renewal dates, and dependencies where they could affect value or closing execution.

Include material litigation, claims, investigations, compliance issues, environmental matters, employment disputes, insurance gaps, data or cybersecurity incidents, and regulatory or licensing risks when applicable. Use careful factual language. A risk section is not a confession and should not be a list of generic threats. For each material risk, state what is known, how it affects operations or the transaction, what record supports it, and what remains unresolved. The SBA lists financial statements, tax returns, contracts, leases, confidentiality agreements, sales documents, and purchase-price adjustments among documents that may require professional review. [2]

Build an evidence trail and review process

Treat the CIM as an index to evidence, not a substitute for evidence. Create a working source register with the claim, document name, period or date, location, owner, confidentiality level, and reviewer. For every important number, keep the underlying report or statement. For every operational assertion, identify the contract, policy, system report, permit, customer schedule, or management source that supports it. Mark information as verified, estimated, management judgment, pending, or not applicable rather than allowing uncertainty to disappear during editing.

Run a consistency review before sharing the document. Compare customer concentration across the narrative, revenue schedules, and forecast. Check that employee counts, locations, debt, leases, contracts, and ownership descriptions match the supporting files. Confirm that the forecast starts from the same historical period used in the financial section. Remove confidential details that are not needed at the current stage, and use a controlled process for access, versioning, and later updates. Legal, tax, accounting, and transaction professionals should determine what must be disclosed or withheld for the specific jurisdiction, structure, and stage of the process.

A practical software workflow can help an owner organize this work, but the owner remains responsible for source selection, permissions, review, and disclosure decisions. 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, not a substitute for professional legal, tax, accounting, or transaction advice.