Sell-side advisory checklist: What to do before you go to market

If you’re planning to retire in the coming years and haven’t identified an internal successor, selling your business to an outside buyer may be the best path forward. Just like selling your home, preparing your business for sale involves cleaning up, staging, and setting a strong foundation to attract qualified buyers and secure the best possible outcome.

This checklist is designed for high-net-worth business owners preparing for external succession. By taking proactive steps early, especially around tax planning, financial cleanup, and employee communication, you can avoid common pitfalls, reduce delays, and improve your after-tax value.

1. Financial Preparation

Think of this like your home’s curb appeal as this is the first information a buyer sees. You need a manicured lawn, tidy bushes, and a fresh coat of paint.

• Are your financial statements and tax filings current and accurate?
• Would a buyer’s accountant have any concerns after reviewing your records?
• Does your forecasted cash flow support your valuation expectations?

2. Operational Improvements

Fix the squeaky door and modernize the master bath. A well-run business is more attractive, just like a move-in-ready home.

• What operational inefficiencies could be addressed to improve margins?
• Is your equipment and technology up to date and fully functional?
• How stable are your customer and supplier relationships and will they continue post-sale?

3. Legal and Compliance

Would you sell your house without checking the deed, permits, and HOA agreements? Same idea here.

• Are all contracts, leases, and agreements current and legally sound?
• Are there any unresolved legal or regulatory issues that could surface during diligence?
• Have you protected your intellectual property (e.g., trademarks, copyrights, patents)?

4. Business Valuation

Like setting the right listing price on your home, an accurate valuation sets expectations and guides negotiations.

• Have you hired a professional to value your business?
• How does your business compare to similar companies in your industry?
• Are there ways to enhance value pre-sale (e.g., margin improvements, customer contracts)?

For further reading on the business valuation process and common mistakes to avoid, check out our related article.

5. Employee and Stakeholder Management

Potential buyers want to know that the neighborhood (your team) won’t fall apart after they move in.

• Who are your key employees, and what’s your plan to retain them during transition?
• Have you developed a communication plan to address employee concerns?
• Are stakeholders aligned and informed about your succession plans?

6. Seek Professional Advice Early

Before you list your home, you call your realtor. Before you sell your business, call your advisory team.

• Do you have a coordinated team of tax advisors, attorneys, and wealth managers involved?
• Have you modeled the after-tax impact of the sale on your personal financial goals?
• Have you evaluated whether an auction, negotiated sale, or investment banker makes the most sense?

For further information on what to consider when choosing your successor, read our related article.

We Can Help

At Elliott Davis, we work with business owners to prepare their company for a successful exit, long before the sale process begins. From tax planning and quality of earnings preparation to buyer targeting and post-close transition strategy, we help you position your business for maximum value and minimum disruption.

Our team can:

• Clean up your tax profile and financials before diligence.
• Recommend strategic and operational initiatives to drive value in the business.
• Identify risks and compliance gaps that may slow the deal.
• Strengthen your negotiating position by preparing for buyer objections.
• Align your deal structure with your personal financial goals.

Not sure how your entity type impacts a sale? Understanding the tax consequences of a sale is key to structuring the deal correctly. We break it down here: C corporation | S corporation | partnership

Selling your business is a once-in-a-lifetime event. Let us help you do it right with confidence, clarity, and a strong plan.

The information provided in this communication is of a general nature and should not be considered professional advice.  You should not act upon the information provided without obtaining specific professional advice.  The information above is subject to change.