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You can make a business easier to evaluate before hiring a sell-side M&A advisor by clarifying your goals, organizing financial records, understanding what supports your valuation expectations, identifying likely diligence issues, and indexing documents for controlled disclosure. This preparation helps you explain the company; it does not guarantee a sale, a particular price, or a faster transaction. The SBA guidance cited here applies to U.S. small businesses, while legal, tax, and transaction details vary by jurisdiction and company.
1. Clarify what you want from a sale
Before approaching buyers or choosing an advisor, write down the constraints that will shape a possible transaction:
- Timing: Is there a target date, or is flexibility more important?
- Your role: Would you leave at closing, stay for a transition, or consider another arrangement?
- Confidentiality: Who may know that a sale is being considered, and what information can be shared at each stage?
- Desired outcome: What matters beyond headline price, such as certainty, continuity for employees, or the future of the business?
These are planning prompts, not a standard formula or timetable. A realistic path depends on the company, its records, and the deal being considered.
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2. Get the financial picture into explainable shape
Begin with the books. An owner should be able to locate the statements that show the company’s financial position and performance, explain significant figures, and find the records supporting them. The U.S. Small Business Administration (SBA) discusses bookkeeping, balance sheets, accounting methods, and accounting help in its business management guidance.
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Review the core records
- Balance sheets and income statements for the periods available
- Cash balances, receivables, and payables, with enough detail to explain material balances
- Payroll and records supporting significant expenses or revenue
- The accounting method in use and any changes that affect how results are presented
- Supporting documents for adjustments or other figures you expect to discuss with a buyer
If the records need work, consider whether a CPA, bookkeeper, or accounting service can help; the SBA identifies these as options for accounting needs. Do not change accounting methods simply to make results look more attractive. The SBA notes that private companies are not required to follow GAAP, so avoid treating GAAP compliance as a universal requirement; discuss any accounting changes with a qualified professional.
3. Understand what a valuation can—and cannot—tell you
The SBA recommends valuing a business before marketing it and describes three approaches. A valuation is an informed assessment based on evidence and assumptions, not a guaranteed sale price. The methods rely on different kinds of evidence, and the SBA’s overview does not rank one as best for a particular company.
| Approach | Main evidence | Judgment and what it reflects |
|---|---|---|
| Income | Projected revenue and risk | Depends on projections and the assumptions used to assess risk; can address earning power, but the result is sensitive to those inputs. |
| Market | Comparisons with similar businesses sold | Requires judgment about how comparable the other sales are; its usefulness depends on the relevance of the comparison set. |
| Assets | Assets less liabilities | Centers on net assets; by itself, it may not capture the company’s earning power. Relevant assets can also include intangibles such as brand presence, intellectual property, and customer information. |
The SBA’s descriptions are a starting point, not a company-specific valuation. Which method is useful—and what a buyer ultimately agrees to pay—depends on the business and deal terms. Use professional advice for a valuation suited to your circumstances.
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Buyer diligence may extend beyond financial statements. A seller-side practitioner checklist identifies common areas and potential sources of friction, but it is guidance to adapt rather than a binding checklist for every transaction. Start by asking whether you can locate and explain records in these areas:
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- Corporate and ownership records: documents showing the company’s structure, ownership, and authority to act.
- Contracts: key customer, supplier, lease, financing, and other agreements, including any missing or incomplete documents.
- Financial support: evidence for revenue and material expenses, as well as support for any earnings adjustments you expect to explain.
- People and operations: employee information, key-person dependencies, and documented processes needed to run the business.
- Commercial relationships: customer and vendor relationships and information that helps explain how the company earns revenue.
- Legal matters: unresolved issues or obligations that may need review by counsel.
Practitioner guidance flags unsupported earnings adjustments, weak revenue support, missing contracts, inconsistent answers, and slow document responses as possible friction points. Treat them as issues to investigate and discuss with the appropriate professionals, not as proof that a transaction cannot proceed. See Alehar’s seller-side diligence checklist.
5. Make records findable before they need to be shared
Create an index and a consistent folder structure for records already assembled. Group documents by subject and period, use clear file names, and note when a document is missing or needs explanation. This is an organizational step, not a reason to circulate sensitive information widely.
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During a transaction, parties may use a secure electronic data room for off-site review and to work from a shared set of disclosed documents. A data room is a process aid, not a substitute for deciding what should be disclosed and when. The Small Business and Technology Development Center’s selling guide discusses electronic data rooms; Morgan Lewis’s June 2024 article notes that advisors may recommend a host suited to the transaction.
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There is no universal sequence for hiring professionals. You can begin organizing records before choosing an M&A advisor, while seeking tailored advice when financial, legal, tax, valuation, or transaction questions arise.
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- Accounting support: The SBA suggests considering a CPA, bookkeeper, or accounting service for accounting needs.
- Valuation support: Seek an assessment suited to the company and be prepared to discuss its assumptions.
- Legal counsel: The SBA advises having an attorney review the sale agreement. Morgan Lewis also emphasizes preparation and M&A counsel in its discussion of business sales. Relevant transaction experience is a useful factor to consider when selecting counsel.
- Transaction support: Depending on the deal, an M&A advisor or broker and a data-room provider may also be involved; their roles and the timing of their involvement vary.
7. Ask specific questions when evaluating an M&A advisor
Use initial conversations to understand fit and working arrangements rather than relying on a valuation figure alone. Ask:
- What company sizes, industries, transaction types, and geographies do you work with?
- Who will handle the day-to-day work, and how do you approach confidentiality and buyer screening?
- What preparation do you expect before buyer outreach, and what work belongs to you versus the owner’s CPA and attorney?
- How do you form valuation expectations, and which assumptions should I scrutinize?
- What fees and engagement terms apply?
These questions help surface expectations; they are not a universal advisor-selection rubric. Ask directly about fees and terms rather than assuming a standard commission rate.
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