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Apex Capital Advisors · Owner briefing

Getting Exit Ready: What Founders Should Start Two or Three Years Before a Sale

Terry Mocherniak
Terry Mocherniak
November 4, 2026 · 4 min read

Getting exit ready means doing the work a buyer will check before a buyer asks: deciding what you want from the sale, building financials a buyer can trust, cleaning up the legal and ownership structure, reducing dependence on the founder and a few customers, and lining up the right advisors. Most of it takes two or three years.

Most founders start thinking seriously about a sale when someone calls: a private equity group, a competitor, an accounting firm's corporate finance team. By then the company is what it is, and the founder is negotiating with whatever happens to be true that month.

The founders who do best usually started years earlier, often before they were sure they wanted to sell. I sold my first company with no advisor and no preparation, because at that age you do not know what you do not know. What follows is the work I would have started two or three years sooner.

1. Decide what you actually want from the sale

This sounds soft, and it is the step most founders skip. Do you want to leave on closing day, or stay and run the business for a new owner? Do you want all of your money out, or would you keep a stake and take a second bite when the buyer sells again? Is the priority the highest price, the right home for your people, or a clean break?

The answers change which buyers make sense, how the deal should be structured and how long the process will take. A founder who wants to stay three more years and a founder who wants out in one are not selling the same company, even with identical numbers.

2. Build financials a buyer can trust

Many owner-run companies keep their books to minimise tax, not to show what the business earns. That is reasonable until you sell. A buyer will rebuild your earnings, question every adjustment and lower the price for anything it cannot verify.

Two or three years out, start running the company as if a buyer were already reading the reports: monthly statements that close on time, revenue broken out by customer and product line, a clear record of the personal expenses that run through the business, and, for a company of real size, a review or audit from an accounting firm. Clean books do not raise the price on their own. Messy books reliably lower it.

3. Clean up the legal and ownership structure

Diligence is where deals slow down, and the same issues come up again and again. A shareholder agreement nobody has read in a decade. Intellectual property that was never properly assigned to the company. Customer contracts that cannot be transferred without consent. Leases, licences and permits in the founder's own name. A former partner or early employee with a claim to shares.

I spent five years as a corporate lawyer before I started building companies, and none of these is hard to fix with time. Every one of them is hard to fix in the middle of a sale, with a buyer watching and a closing date on the calendar.

4. Take the risk out of the business

A buyer pays less for anything that could go wrong after closing. In technology and tech-enabled services, the usual risks are a founder who holds the key relationships, one or two customers that account for too much of the revenue, and know-how that lives in a few people's heads. In advanced manufacturing and industrials, add equipment that is due for replacement, a single site or supplier the business cannot do without, and a safety record that has never been written down.

You will not remove every risk, and you do not need to. You need to show a buyer that you know where the risks are and have done something about the important ones.

5. Put the right people around you early

Selling a company is a team effort: an M&A advisor, a lawyer who does transactions rather than general corporate work, an accountant who understands what a buyer will check, and often a tax or wealth planner, because the structure of the sale can matter as much as the price. Bringing them in early means fewer surprises later, and it gives you time to compare advice rather than accept the first answer.

The takeaway

Getting exit ready is not a project for the year before a sale. It is a two- or three-year plan: know what you want, make the numbers trustworthy, clean up the paperwork, reduce the risks a buyer will price in, and line up the people who will help you. A founder who has done that work goes into a process with options. A founder who has not is negotiating with whatever happens to be true on the day the phone rings.

FAQ

Questions practitioners actually ask

How early should a founder start preparing to sell?
Two to three years before a sale is a sensible window. That is long enough to build a track record of clean financials, reduce the company's dependence on the founder and fix legal issues before a buyer finds them.
What do buyers most often find in diligence?
Earnings adjustments that cannot be supported, intellectual property the company does not properly own, contracts that need consent to transfer, and a business that leans too heavily on the founder or a few customers. All of them are easier to fix before a process starts.
Do I need to decide to sell before I start getting ready?
No. Most of this work makes the company more valuable and easier to run whether or not you sell. It also means that if an unexpected offer arrives, you can judge it from a position of strength.
Terry Mocherniak

Terry Mocherniak

Founder and Managing Director, Apex Capital Advisors

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