Guide
How to Sell a Business
Selling a business is a process with a fixed shape. Most owners going through it for the first time underestimate two things: how long diligence takes, and how much of the outcome was decided before the business ever went to market.
1. Valuation and preparation
Establish a defensible range and identify what would move you within it. This is also where the financials get cleaned and the add-backs get documented, because doing it after a buyer asks looks like reconstruction rather than record-keeping.
Expect one to three months if the books are in reasonable shape, considerably longer if they are not.
2. Confidential marketing
Your business goes to market as a blind profile: enough detail for a buyer to judge fit, not enough to identify you. Interested parties sign an NDA before receiving anything specific.
Confidentiality is not paranoia. Staff who learn the business is for sale start looking, competitors use it, and customers ask questions you cannot answer yet. A leak during marketing can reduce the price of the thing being marketed.
3. Offers and letter of intent
Qualified buyers submit offers, usually as a letter of intent setting out price, structure and an exclusivity period. Most LOIs are non-binding on price but binding on exclusivity, which means signing one takes you off the market for 60 to 90 days.
Structure matters as much as headline price. Cash at close, seller financing, earnout and escrow are very different outcomes wearing the same number.
4. Due diligence and closing
The buyer verifies everything: financials, contracts, leases, licences, staff, litigation and tax. This is where deals die, and almost always because something in diligence contradicted something in marketing.
Budget 60 to 90 days for diligence and closing on a straightforward deal, longer where landlord consent, franchisor approval, licence transfer or environmental review are involved.
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