Exit planning

What Do You Need to Do to Get Your Business Ready to Sell?

What to do in the year or two before a sale: an outside financial review, a team that stays, less owner dependence, clean records and a plan.

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By Michael D. Rubin, CEO & Founder · Updated September 2026 · 737 words

To get a business ready to sell, start a year or two ahead: have your financial statements reviewed, build a management team that will stay, reduce the company's dependence on you, organize your records and decide what you want from the sale. Early planning widens your options.

Owners who start late usually have fewer buyers to choose from and less time to fix the things that lower the price. The steps below are in the order most owners should tackle them.

Start earlier than feels necessary

Almost every owner eventually leaves the business, whether through a sale, a succession or a closure. The ones who get the best outcome decide how and when well before they have to. Time lets you improve the results buyers pay for, and it keeps you from selling under pressure after a health scare, a partner dispute or the loss of a major customer. It also gives you at least one more year of clean, documented results to show buyers.

A practical window is 12 to 24 months before going to market, and longer if the company depends heavily on you. Our twelve-month plan to prepare your business for sale sets out a month-by-month version.

Have an outside review of the financials

Every serious buyer studies your numbers closely, so this is the first thing to put right. Ask your CPA, or an outside accounting firm, to review at least the last three years: statements that reconcile to tax returns, accrual accounting, consistent categories, and personal or one-time expenses clearly identified. Those items become adjustments to earnings in the financial recast a buyer relies on, and each one needs support.

Look at the balance sheet too. Old receivables, slow-moving inventory and loans to shareholders all prompt questions a buyer will ask later, usually in a way that costs you. Clear them up now, while the explanations are still easy to document.

Build a team that will stay after you leave

Buyers worry about what happens when the owner walks out the door. A company where customers call the owner, the owner prices every job and the owner signs every check is worth less, and some buyers will proceed only if you commit to a long transition. A capable team changes that. Our answer on building a management team before selling covers how buyers judge a team. Practical steps:

  • Name a second in command for each key function and let those people make decisions now.
  • Move key customer relationships to managers or account leads.
  • Write down how the company prices, schedules, buys and hires.
  • Consider retention bonuses tied to a sale for the people a buyer will most want to keep.

Tidy up what sits outside the financial statements

Buyers also check items that never appear in the accounts. Review customer and supplier contracts, especially clauses that allow termination on a change of ownership. Confirm that leases, licenses and permits can transfer. Settle or document any open disputes. Make sure the company, not you personally, owns its trademarks, website and phone numbers. None of this is difficult, but each item found late can delay a closing or reduce the price.

Prepare yourself, not only the company

Selling a company you built is a personal decision as much as a financial one. Decide what amount you need, what you want for your employees and what you will do afterward. Owners with no plan for the next chapter often hesitate at the final stage, and buyers notice. Knowing your goals also tells your advisor which buyers and deal structures to pursue.

Think about the shape of the deal as well. Some owners want all cash and a clean break; others would accept part of the price later, or keep a minority stake, in return for a higher total. Settling your preferences now, with your CPA's view on the tax side, makes offers far easier to compare when they arrive.

How MDR & Associates helps owners get ready

Our pre-exit consulting covers the 12 to 24 months before a sale: improving the numbers, strengthening the team and fixing what would lower the price. It is a separate, optional service with its own price. If you need a formal third-party figure for planning, our business valuation service provides one. The simplest first step is a free valuation snapshot, followed by a confidential discovery meeting and an opinion of value based on your last three years of financials.

Questions owners ask next

Can I sell without staying on after closing?

Sometimes, but it narrows the field. Most buyers want the owner available for a transition period to introduce customers and train the new team. The stronger your management team, and the less the business depends on you personally, the shorter that period can be.

Is it too late to prepare if a buyer has already approached me?

No, but act quickly. Get an opinion of value before you respond, gather three years of financials, and share no detailed information until the buyer has signed a confidentiality agreement. An advisor can also bring other buyers in, so a single unsolicited offer does not set the price.

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