Selling Your Business: Key Questions and Answers

By Michael D. Rubin, CEO & Founder · Updated September 2026 · 786 words

An M&A advisor can value your company, find and screen buyers, create competition and manage the deal to closing, but no advisor can sell an overpriced company or rescue records that do not hold up. Your part is to keep the business performing, answer requests quickly and have your attorney and CPA ready. The questions below cover what happens at each stage and who does what.

They are the questions owners ask most often once they have decided to sell, and the answers apply whether your company is worth a few million dollars or far more.

What can an advisor do, and what can't they do?

A good sell-side advisor recasts your financials to show true earnings, prepares a confidential marketing package, reaches buyers you could not reach alone, screens them for funding and fit, and negotiates price and terms. The advisor also keeps the process on schedule, which is where many owner-run sales stall.

What an advisor cannot do is change what the market will pay. Buyers set value from earnings, growth and risk. A company priced well above that range tends to sit, and a company that has sat unsold makes buyers wonder what is wrong with it. The fix is realistic pricing at the start, not a price cut later. Terms matter too: a seller willing to consider some flexibility on structure, such as a seller note, often reaches a sale that a rigid seller would not. What an M&A advisor does in a company sale goes through the work step by step.

What happens when a buyer is interested?

Serious buyers put their offer in a letter of intent (LOI), which sets out price, structure and key conditions before the detailed legal work starts. The conditions usually include due diligence, which is the buyer's review of your financial records, contracts, leases, employees and operations, and often approval of the buyer's financing.

You can accept, counter or decline. Read the first offer carefully even if it disappoints you; sometimes the terms are better than the headline suggests, and sometimes the first serious offer turns out to be the best. With several offers in hand at the same time, you can compare them side by side instead of guessing. Your advisor should explain every clause before you respond, including what the buyer is really asking for on exclusivity and working capital.

What happens after I accept?

The buyer and its accountants and attorneys begin due diligence. Answer fully and promptly. Nothing damages trust faster than a sense that information is being held back, and a late discovery often leads to a lower price. Meanwhile the attorneys draft the purchase agreement, which turns the letter of intent into binding terms.

When the conditions are met, the agreement is signed, funds are wired and the buyer takes over. Most deals include a transition period in which you help introduce customers, suppliers and staff to the new owner. Its length and your pay during it are negotiated like any other term.

How can I help the sale go smoothly?

• Keep monthly financial statements current, and ask your CPA to be ready for buyer questions.
• Choose a transaction attorney who handles business sales regularly and will be available during the closing weeks.
• Keep running the company at full strength; buyers watch results until the day of closing.
• Tell your advisor about any problem early, from a lawsuit to a lost customer, so it can be handled on your terms.
• Make decisions quickly when offers and requests arrive. Delays give buyers time to reconsider.
• Keep your whole team pointed at one goal: the best price and terms, closed on schedule.

Who else should be on my team?

Besides the advisor, you need a transaction attorney who drafts and negotiates the purchase agreement, and a CPA who prepares the financial statements, answers buyer questions on the numbers and advises on the tax effect of different structures. Some owners also bring in a financial planner to think about what the proceeds need to do after closing. Introduce them to each other early and agree on who handles what, so buyer requests do not bounce between offices. The advisors to have on your sale team covers each role.

How MDR & Associates answers these questions for you

Our first meeting is free and confidential and ends with an opinion of value based on three years of financials. From there, our ten-step process takes you from engagement letter to funds wired, with a principal of the firm in every negotiation and every offer presented to you in person, so you accept, reject or counter with full information. Our FAQ page answers more common questions, and you can contact us to ask your own.

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Questions owners ask next

Can a buyer back out after signing a letter of intent?

Yes. Most letters of intent are non-binding on price and terms, so either side can walk away before the purchase agreement is signed. Certain parts, such as confidentiality and exclusivity, are usually binding. That is why proof of funds and a steady pace matter so much.

How involved will I be during due diligence?

Very. You or your controller will supply records, answer questions and explain unusual items. Your advisor organizes the requests and keeps the process moving, but only you know some of the answers. Owners who build a document folder before marketing starts spend far less time on this stage.