For owners of early-stage and middle-market businesses, operating with a “future sale” mindset isn’t just about maximizing value in the near-term—it’s about ensuring the business is resilient and attractive to potential buyers when the time is right. Waiting until retirement or a sudden shift in circumstances to focus on a sale opportunity constrains options, reduces value and leaves business owners vulnerable to potential losses.
Even companies with promising valuations can see that value quickly evaporate—whether it’s due to an inability to prove cash flows or unreliable accounting systems that rattle potential buyers in the due diligence process. Particularly in today’s volatile economy, careful planning and execution years in advance generally results in a stronger business performance and a better exit.
Five Key Steps for Proactive Sale Readiness
The five steps outlined below can help CEOs and owners adopt a proactive approach to preparing their business for a future sale.
1. Prepare quality financial statements. Three years of audited or reviewed financials statements build credibility, support valuation and simplifies due diligence. Audited financial statements are also relevant for obtaining representation and warranty insurance.
2.Grow a management team separate from ownership, with equity (or equity-like) incentives and restrictive covenants. Buyers value businesses where quality leadership is not concentrated solely in the owner and will continue with the buyer. Business owners who proactively build management teams and business processes are able to improve operational efficiency and support high growth projections.
Equity incentives can motivate retention but should also be structured to facilitate a sale and post-sale business continuation. Establishing a core team of employees who are “in the know” and ready to go to market—with incentives aligning their interests with ownership—can help the business move quickly when a window opens.
3. Retain a multi-disciplinary team of advisors early, including M&A attorneys, tax specialists, accountants and investment bankers. The complexity of selling a business demands experience and a range of counselors. Advisors can help “pressure test” your company’s readiness for diligence, identify gaps in documentation, mitigate business risks (e.g., customer concentration or supply chain weaknesses), keep you abreast of market activity (e.g., valuation multiples and economic signals), and improve areas that could slow or derail a sale process (e.g., unresolved legal disputes or poorly documented intellectual property rights). Early engagement is critical: Once a buyer is involved, issue resolution becomes more complex, often times requiring buyer input or consent.
4. Integrate business planning with estate planning. A businessis often the biggest asset that owners have. For that reason, it’simportant to focusonthe intersection of estate planning andcreatinggenerational wealth while maintainingcontrol and planningfor a sale.Integrate estate planning at least two years prior to a sale event to optimize tax-free generational wealth transfers.
5.Organize due diligence and prepare staff for diligence requests. Transparency and speed in responding to buyer requests build trust and momentum. Prepare a diligence checklist, train staff and engage in practice diligence readiness exercises. Additionally, be sure to keep diligence materials up to date (financials, legal documents, HR records and compliance certifications) and create a “virtual data room” that’s ready to deploy on short notice.
Be Ready to Move Quickly
Business sale cycles are highly sensitive to market conditions. Valuations, buyer interest and deal terms fluctuate dramatically based on broader economic trends, sector health, interest rates and regulatory changes, as well as current and projected business performance. Being prepared to go to market when there are strong tailwinds positions owners for premium valuations and favorable deal terms.
Recognize, then, that optimal timing may be years away. Maintain sale-readiness as an ongoing discipline, not a one-time event. Operate your business like you are never selling it—and always be ready to sell.
The most successful business sales are those built on years of preparation, strong leadership and informed decision-making. By taking the steps outlined above, early-stage and middle-market business owners can maximize value, expand their options and ensure a successful sale process. Early planning is the key to both near-term business success and future sale optimization.
