Selling a business

A Step by Step Overview of the First Time Buyer Process

The stages a first-time buyer goes through, from deciding what to buy to closing, and what to prepare at each step.

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By Michael D. Rubin, CEO & Founder · Updated September 2026 · 769 words

A first-time buyer usually moves through eight stages: deciding what to buy, arranging financing and advisors, searching, signing confidentiality agreements, meeting sellers, valuing the business, making an offer, and completing due diligence and closing. Each stage has its own work, and skipping one tends to cause trouble in the next. The process commonly takes months, not weeks, and it rewards buyers who prepare before they start looking.

People buy businesses for many reasons, most often to be their own boss and build something of their own. Whatever the reason, pick a business you would actually want to run. A profitable company in an industry you dislike is a hard way to spend the next ten years.

Stages 1 and 2: Decide what you want and line up your team

Start by defining the target: industry, size, location, and the role you want to play. Be honest about your skills and about how much money you can put in yourself. Sellers and their advisors take buyers more seriously when they can describe what they are looking for in two sentences.

Then prepare the financing before you find the business. Talk to lenders about what you could borrow and what they require. SBA 7(a) loans are common for smaller acquisitions, and many deals combine a bank loan, the buyer's own equity and a note from the seller. Our business financing page explains the usual structures. Choose a CPA and a transaction attorney who have worked on acquisitions, so they are ready when you need them.

Stages 3 and 4: Search and sign confidentiality agreements

Many good companies are sold quietly through brokers and M&A advisors, and they appear first as blind profiles that describe the business without naming it. When one interests you, expect to register, sign a confidentiality agreement and complete a financial profile showing you can fund the purchase before you receive the name and the detailed marketing package. See how buyers are screened before receiving confidential information.

Treat this step as your first impression. A complete, accurate profile and a prompt, professional response tell the seller's advisor you are a serious buyer worth their time.

Stages 5 and 6: Meet the seller and evaluate the business

Once you have the package, study it and prepare questions before meeting the owner. Ask why they are selling, what their biggest challenges are, how the price was set, how much depends on the largest customers, who the key employees are, and what the owner does each week. Listen for specifics.

Then evaluate. Review the financial recast, which adjusts reported earnings for the owner's personal and one-time expenses, and test it against tax returns. Compare the price with what the earnings can support, including your loan payments. Think about what you would change, what could go wrong, and whether the business fits your skills. Your CPA should review the numbers with you.

Stage 7: Make a written offer

An offer usually takes the form of a letter of intent, or LOI: a short document setting out the price, how it will be paid, the main conditions and a period of exclusivity. Most of it is not binding, but it frames everything that follows. Include the contingencies you need, such as financing approval, satisfactory due diligence and agreements with key employees or the landlord.

Expect negotiation. In a competitive process the seller may be comparing several offers at once, and terms such as cash at closing, the length of the owner's transition and the size of any seller note can matter as much as price.

Stage 8: Due diligence, documents and closing

  • Due diligence: you and your advisors verify the financial statements, tax returns, contracts, leases, licenses, employees, assets and any legal matters. Anything that differs from what you were told needs an explanation.
  • Financing: the lender completes its own review and issues its approval and closing conditions.
  • Purchase agreement: attorneys negotiate the final terms, including representations, indemnities and the working capital to be left in the business.
  • Closing and transition: funds move, ownership transfers, and the seller helps introduce you to employees, customers and suppliers during an agreed transition period.

How MDR & Associates works with buyers

MDR & Associates represents sellers, so on our listings we act for the owner. That said, we want every buyer to have a clear, efficient path. Qualified buyers who sign a confidentiality agreement and complete a financial profile receive a detailed marketing package, a financial recast and an HD video of the business, and meetings with the seller are arranged by our team. To see current opportunities and how to register, visit buy a business.

Questions owners ask next

How much of my own money do I need to buy a business?

It depends on the price, the lender and the structure. Lenders usually expect the buyer to contribute a meaningful amount of equity, and a seller note can reduce it. Talk to a lender early so you know your range before you start looking seriously.

Can I back out after signing a letter of intent?

Usually yes, since most of an LOI is not binding, but certain terms such as confidentiality and exclusivity typically are. Backing out without a good reason damages your reputation with sellers and advisors. Your attorney should explain which terms bind you before you sign.

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