Getting Your Business Ready to Sell
Most owners decide to sell and then call a broker. The ones who get the best price did it in the other order — they got the numbers ready first, often a year ahead, and walked into the process with answers instead of surprises.
The best time to prepare was a year ago
A sale process is the most thorough examination your business will ever get. A buyer and their advisors will look at everything — years of financials, your customer list, your contracts, the way you recognize revenue, the expenses you've run through the company. Nothing you'd rather they not see stays hidden.
The goal of preparation isn't to hide any of that. It's to make sure that when they look, they find confirmation of your story rather than surprises that reset the price. Surprises in diligence are never good news for the seller — they only ever move the number down, and always at the worst possible moment.
What a buyer actually checks
Underneath the specifics, a buyer is answering a few questions. How real and repeatable is the profit? How much of the revenue recurs versus rides on one big customer or one good year? What is the owner personally worth to the business, and does it fall apart when they leave? Is the working capital normal, or has it been quietly starved to flatter cash?
Every one of those questions is answered from your books. If the books can't answer cleanly, the buyer answers for you — conservatively, in their favor. Preparation is simply making sure you're the one holding the credible answer.
The cleanup that protects your price
In practice, getting ready looks like this: reconcile and clean the books so they tie out; restate revenue into what's genuinely recurring versus one-time; normalize owner compensation to a market rate; document every add-back with support a stranger's accountant would accept; and get ahead of the obvious risks — customer concentration, a working-capital swing, a soft patch — with an explanation ready before anyone asks.
Done early, none of this looks defensive. It looks like a well-run company, which is itself one of the strongest signals a buyer can get that the rest of diligence will go smoothly.
Sell-side QoE: play offense, not defense
The buyer will run a quality-of-earnings analysis on you no matter what — it's how they protect themselves. A sell-side QoE means you run it first, on your own terms, and set the anchor. Then their team spends diligence confirming your number instead of building their own and negotiating you down from it.
Where to start
If a sale is a year or two out, start with the books and the earnings number — everything else in a deal is built on those. Clean the foundation, prove the profit, and get your add-backs documented while it still reads as good practice. That's the work that quietly earns you the multiple when the offer finally lands.
Straight answers
How early should I start preparing?
Two to three years is ideal; even 12 months helps materially. The runway lets you clean the books, restate revenue, and build a documented add-back history that reads as hygiene rather than a scramble — which is exactly what a buyer wants to see.
Do I still need a sell-side QoE if the buyer runs one anyway?
That's the best reason to have your own. The buyer's QoE is built to protect the buyer — every dollar they disqualify lowers your price. Running yours first sets the anchor, so their work confirms your number instead of driving it down.
My books are genuinely a mess. Is it too late?
Rarely too late, but it's a two-step job: reconcile and clean first, then normalize earnings on top. We do both. What we won't do is build an earnings number on books that don't tie out — that's precisely the kind of thing diligence exists to catch.
What's a working-capital peg, and why does it come up?
It's the normal level of working capital a buyer expects to be left in the business at close, so they can run it day one without an immediate cash injection. Deals true up against it — so if you starve working capital to flatter cash beforehand, it usually just gets clawed back at closing.
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See what a clean dollar is worth in your numbers
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