Preparing to sell a business: a 24-month plan
Most of what lowers a price takes a year or more to fix and another year to show in the results. A plan in four stages, from looking at the business through a buyer's eyes to the day it changes hands, and what to do if you have less time.
Yevhen BorovoiFounderThe short answer. Two years before a sale is enough time to change what a buyer will see. One year is enough to tidy up. A few months is only enough to present the business as it is. Most of what lowers a price, such as books that cannot be proved, an owner the business depends on, or assets in the wrong name, takes a year or more to fix and another year to show in the results. The plan below splits that time into four stages, and each stage links to a guide on its part of the work.
Why two years
A buyer looks at the past, usually the last two or three years, to judge the future. That means a change made today only counts once it appears in the records a buyer will read. Clean books need full years behind them. A manager who runs the business without the owner is only proof once there is a stretch of results to show it. A refreshed website or cheaper packaging only matter to a buyer once they show up in the enquiries and the margin.
Most owners start far later. In the latest survey of business brokers and M&A advisors, between 60 and 90 percent of sellers, depending on deal size, had less than a year of exit planning, or none at all. The result is in our guide to why good businesses sell for less: problems a buyer could have seen years earlier turn into a lower price, an earnout or a retrade.
Two years is a working horizon, not a rule. If you have less time, the order below still holds; you simply do fewer things and disclose the rest honestly.
24 to 18 months out: look at the business as a buyer would
The first stage is diagnosis. Nothing gets sold, and very little gets changed yet.
- Decide what you want from the sale. How much you need, when you want to stop working, whether you would stay for a transition, whether it matters who buys. These answers shape every later choice, including who should buy. Our guide to who buys small businesses in 2026 shows what each kind of buyer looks for.
- Bring in your accountant and attorney. The structure of a sale has tax and legal consequences that are much easier to plan for two years ahead than two months. Ask them early, not at the letter of intent.
- Get an honest outside view. Look at the business through a buyer's eyes: finances, the owner's role, customers, people, assets and how the business presents. Write down every weakness and how serious it is.
- Know roughly what it might be worth. A qualified appraiser or a broker can give a range. The point is not the number itself but the gap between what you need and what the business could fetch, and what would close that gap.
18 to 12 months out: fix what takes longest
This is the stage that decides the price, because the slowest problems have to start now to be solved in time.
- Clean up the books. Take personal expenses out of the business, record income the way a buyer and a lender will expect, and keep the adjustments to a short documented list. Every full year of clean records before the sale is worth more than any explanation later.
- Start handing over the daily running. The owner's role is usually the biggest single discount on an owner-run company. Begin with the daily operations, then customers, pricing and suppliers. Our guide to a business that runs without its owner has a self-test and the order that usually works. From my own experience, the first handover is the hardest one, and it frees the time for all the others.
- Put assets in the company's name. The domain, the website, the accounts, the customer data, the trademarks. Logins held by one person are a risk a buyer will price. Our guide to digital assets a buyer will ask about lists them.
- Reduce concentration. If one or two customers carry a large part of the revenue, start widening the base and putting key relationships under contract. This takes time to show.
- Secure the key people. Agreements and incentives that keep important staff through and after a sale. A buyer asks who stays.
12 to 6 months out: make it visible
By now the slow work should be moving. This stage is about making the improvements easy for a buyer to see and check.
- Fix the first impression. A buyer opens the website before the accounts. Security, broken pages and phones first, the look later. A brand refresh, if one is needed, is better done now than in the last months. See your website and brand through a buyer's eyes.
- Write the business down. How work is done, how prices are set, who approves what. A process on paper is something a buyer can take over.
- Check contracts and leases. Which contracts need the other side's consent if the company changes hands, when the lease ends, whether it can be assigned. Renew or extend where needed.
- Clear the small problems. Deferred repairs, missing permits, open disputes, overdue filings. Each one is small. Found together in diligence, they add up.
- Technology, if the business depends on it. Software companies and businesses running on their own systems need a technical review before the buyer does one. Our note on how technical debt is reviewed and priced explains what is looked at.
6 to 0 months out: prepare the sale itself
- Choose who helps you sell. A broker, an M&A advisor or a direct sale each fit different businesses. Our note on broker, M&A advisor or a direct sale compares them and lists the questions to ask before signing.
- Prepare the documents in advance. Three years of financial statements and tax returns, key contracts, leases, licences, staff agreements, the asset register, the written processes. Buyers move faster and trust more when the answers are ready before the questions.
- Consider a review of your earnings by an accountant. In larger deals sellers sometimes commission their own quality of earnings review, so the numbers have been tested before the buyer's team tests them. Ask your accountant whether it makes sense at your size.
- Disclose what you could not fix. A weakness the seller raises early is a fact to be priced. The same weakness found by the buyer becomes a question about everything else.
- Keep running the business. A sale takes months, and results that slip during the process lower the price at the worst moment. The business has to keep performing until the day it changes hands.
The plan on one page
| Months before the sale | Main goal | Key steps |
|---|---|---|
| 24 to 18 | Diagnosis | Personal goals, accountant and attorney, outside review, a value range |
| 18 to 12 | Fix the slow problems | Clean books, owner handover, assets in the company's name, concentration, key people |
| 12 to 6 | Make it visible | Website and brand, written processes, contracts and leases, small problems, technology |
| 6 to 0 | Prepare the sale | Broker or advisor, documents, earnings review, disclosure, steady results |
If you have less than two years
Many owners read this with a year or less ahead of them, sometimes because of health, family or an approach from a buyer. The order still works; the priorities change.
- Start with what a buyer will find first and what is cheapest to fix: assets in the company's name, the website, documents in order.
- Then the earnings: make sure every adjustment you will claim can be backed by records.
- Begin the owner handover anyway. Even six months of evidence is better than a promise.
- Disclose the rest early and plan for a transition period after the sale.
A shorter runway usually means a longer handover after closing or more of the price tied to future results. That is not a failure, only the price of time.
Where this fits
The first stage, the look through a buyer's eyes, is what our sale preparation work is for: six areas, a severity for each finding and a plan for the months ahead. Owners of technology companies can start with exit readiness or a strategic options review. The wider picture, how many owners are reaching this point and how few have a plan, is in our note on what the data says about the Silver Tsunami.
We do not value businesses, introduce buyers or negotiate deals, and nothing here is legal, tax or investment advice. Your accountant and attorney should shape the structure and timing of any sale.
Questions
How long does it take to prepare a business for sale?
Two years is a good working horizon: enough to fix slow problems such as unclear books or owner dependence and to show a year of results without them. One year is enough to tidy up, and a few months only to present the business as it is.
What should I do first when preparing to sell my business?
Decide what you want from the sale, bring in your accountant and attorney, and look at the business honestly through a buyer's eyes: finances, the owner's role, customers, people, assets and how it presents. Then fix the problems that take longest first.
What documents do buyers ask for when buying a business?
Usually three years of financial statements and tax returns, key customer and supplier contracts, leases, licences and permits, staff agreements, a list of assets including digital ones, and written processes. Having them ready before the questions speeds up the sale.
Can I sell my business if I have less than a year?
Yes. Start with what a buyer sees first and what is cheapest to fix, make sure your earnings can be documented, begin handing over the daily running, and disclose the rest early. Expect a longer transition or more of the price tied to results.
Founder of PERETZ, DeZZign, The Structure and NEX, partner at SCHOEFFEL. An engineer by training who reads a business as one system: strategy, product, technology, processes and economics.