Sell Your Business: Step-by-Step Guide
Selling a business is a project, not an event. Owners who treat it that way net significantly more than owners who wing it. Here is the order the process actually happens in.
Step 1: Get a realistic valuation
Start with a market-based valuation using SDE or EBITDA multiples for your industry and size. Skip the online calculators. A real valuation looks at your last 3 years of financials, normalizes owner benefits, and compares against actual recent sales.
Step 2: Clean up the financials
Buyers and their lenders will only pay for profit they can verify on a tax return. Cash sales that never hit the books do not count. Recast the P&L to show true owner earnings, and be prepared to hand over 3 years of tax returns, bank statements, and a current-year P&L.
Step 3: Assemble your team
- Business broker to run the process and market confidentially.
- Transactional attorney (not your general counsel) to handle the purchase agreement.
- CPA to structure the deal for tax efficiency, ideally before you sign an LOI.
Step 4: Build the marketing package
A blind teaser (no company name) plus a confidential information memorandum (CIM) for buyers who sign an NDA. Includes financials, operations overview, growth story, and reason for sale.
Step 5: Market confidentially and screen buyers
List on the right channels, field inquiries, require signed NDAs and proof of funds before sharing detailed information. Most inquiries are tire-kickers; the goal is to identify the 3 to 5 who are real.
Step 6: Negotiate the letter of intent
The LOI locks in price, structure (asset vs. stock), deal terms, exclusivity, and closing timeline. It is non-binding on price but sets the anchor for everything that follows. Get it right.
Step 7: Due diligence
45 to 90 days of the buyer, their lender, and their advisors verifying everything you claimed. Financial, legal, operational, environmental. This is where most deals die. Preparation in Steps 2 and 4 is what gets you through it.
Step 8: Close and transition
Final purchase agreement, escrow, funds transfer, keys handed over. Then a 30 to 90 day training and transition period so the buyer can actually run the business. Plan the transition before closing, not after.
BizBuzz Brokers walks owners through all 8 steps. The first conversation is free and honest, including whether now is even the right time to start.
Frequently asked questions
What is the very first step?+
Get a realistic, market-based valuation. Everything downstream, pricing, buyer targeting, financing, tax planning, depends on knowing what the business is actually worth today.
How long does the full process take?+
6 to 12 months for a well-prepared business, plus 30 to 90 days of preparation before you list. Complex or SBA-financed deals can run 12 to 18 months.
When do I tell my employees?+
As late as responsibly possible, usually after the purchase agreement is signed and closing is scheduled. Early disclosure is the single biggest driver of deals falling apart.
Do I need a lawyer and a CPA in addition to a broker?+
Yes. A broker runs the process and finds the buyer. A transactional attorney drafts and negotiates the legal documents. A CPA structures the deal for tax efficiency. All three pay for themselves.
What happens after closing?+
A training and transition period, typically 30 to 90 days, sometimes with a longer consulting arrangement or seller note. Plan for it before you sign the LOI.
Get a free valuation conversation.
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