Your legacy.
Their turn to carry it.

You don't have to work this out alone. The attorney who wrote your lease or your will is not the right fit here. You want an M&A attorney, sometimes called a business transaction attorney, who closes business sales for a living. Add an accountant who knows how these sales are taxed, and a valuation professional who can give you an independent view of what the business is worth. If you decide to use a broker, they join that team too.

What to read

• 1.1 Who you need on your team, and why
• 1.2 Finding an accountant and M&A attorney who've done this before
• 1.3 When to get a professional valuation

This is a decision most owners make early, often before they know what the business is worth. A broker takes the work off your plate and earns their fee for many sellers. Selling on your own keeps that fee and puts the work on you, which is more doable than it used to be: the comparable sales data and the documents buyers expect are available to owners directly now. Either way you'll want your own M&A attorney, not the lawyer who handles your leases. Both paths can work, so it's worth knowing what each involves before you sign anything.

What to read

• 2.1 Selling on your own vs. with a broker
• 2.2 What a broker does for you
• 2.3 What a broker costs, and how the fee is structured
• 2.4 Choosing and hiring a broker
• 2.5 What selling on your own involves
• 2.6 Putting your own CIM together
• 2.7 Finding buyers on your own
• 2.8 Selling to family or your team

Value comes from what the business earns, not what it brings in, and buyers and lenders measure it against what similar businesses have sold for. It's always a range. The price also isn't what lands in your account. Taxes and debt come out first.

What to read

• 3.1 What a good outcome looks like for you
• 3.2 Where the number comes from: earnings, not revenue
• 3.3 SDE or EBITDA: which measure buyers use for a business your size
• 3.4 How buyers and lenders really set a price
• 3.5 What businesses like yours have sold for
• 3.6 Why it's a range and never a number
• 3.7 What you'd actually keep

Also here: The glossary

Estimate your range

Some of what sets the price is in your hands and some isn't. Knowing which is which tells you where your time is worth spending.

What to read

• What buyers actually look for
• 4.1 Why size matters so much to the price
• 4.2 How much of this business is you
• 4.3 Who your customers are, and how many
• 4.4 Recurring revenue and contracts
• 4.5 What clean books are worth
• 4.6 Your team, and whether they stay
• 4.7 The building: owned, leased, or owned by you personally
• 4.8 Interest rates, lending rules, and other things you can't control
• 4.9 When the timing is right for you
• 4.10 How long it really takes

Most of the value you can add happens here, long before anyone hears you're thinking about selling. Clean up the books, build the data room buyers will ask for and make the business less dependent on you.

What to read

• 5.1 Getting your books in order
• 5.2 Building your data room: the documents a buyer will ask for
• 5.3 Add-backs: counting the money the business really makes for you
• 5.4 Quality of earnings, and when it's required
• 5.5 Making the business run without you
• 5.6 Contracts, licenses and leases that have to transfer
• 5.7 Keeping it quiet: who finds out, and when

Also here: The documents a buyer will ask for

Join to check your readinessRequest early access

This is where you show what you've built. A buyer who hears the hard parts from you trusts the rest.

What to read

• 6.1 What buyers want to know before they make an offer
• 6.2 Your story explains your numbers
• 6.3 Presenting your numbers clearly
• 6.4 Putting the weaknesses in yourself
• 6.5 Why you're selling, and how to say it
• 6.6 What to hold back, and until when

Start your CIM

A serious buyer can show they can pay and can tell you their plans for your team and customers. You don't owe anyone a yes.

What to read

• 7.1 You get to choose: top price or the right person
• 7.2 How many buyers to expect
• 7.3 Is this a serious buyer who can pay?
• 7.4 Questions to ask a buyer
• 7.5 Their plans for your team, customers and name

Also here: The questions to ask a buyer, by stage

The first paper you sign usually isn't final on price, but it shapes everything after it. How you get paid matters as much as how much, and if your buyer uses an SBA loan, its rules limit what terms are possible.

What to read

• 8.1 Offers and the letter of intent, explained
• 8.2 What you're agreeing to when you sign, including exclusivity
• 8.3 Price and terms are not the same thing
• 8.4 Carrying a note, and the rules that now apply
• 8.5 Earnouts, and why an SBA buyer can't offer one
• 8.6 Selling the assets or the company, and why it changes your taxes

Also here: The letter of intent, annotated

The buyer's team and their bank look closely at everything you've shared. Being organized is the best way to keep this stretch short.

What to read

• 9.1 Getting through buyer diligence
• 9.2 Keeping the business running strong until closing
• 9.3 How the buyer's bank reviews your business
• 9.4 When a buyer comes back with a lower number
• 9.5 The purchase agreement, including your non-compete
• 9.6 Money held back at closing, and why
• 9.7 Where deals fall apart
• 9.8 Closing day

Also here: What the buyer will check, item by item · The SBA loan, start to finish

Closing isn't the last day. There's a handover, a few filings and a new routine to figure out.

What to read

• 10.1 Telling your team
• 10.2 Telling your customers
• 10.3 Staying on: how long, and doing what
• 10.4 Closing out the old business
• 10.5 The Monday after