The Year Before You Sell: A Working Checklist
Owners who are a year or so out from selling usually ask some version of the same question: what should I actually be doing right now? Not the theory — the list. Here is the working version, in the order that works, built from watching what prepared sellers do differently from everyone else. None of it commits you to selling. All of it makes the business worth more whether you sell or not.
1. Months 12–10: Get the books to buyer grade
Start here because everything else depends on it. A buyer's offer is built on your numbers, and their confidence in the offer is built on how those numbers are kept. Pull together three years of financial statements. Get personal expenses out of the business — or, where they belong in seller's discretionary earnings, documented clearly enough that a stranger could verify each one. Then hold a real monthly close from now until the day you sign. Books that are current and consistent tell a buyer the rest of the operation probably is too.
2. Months 10–8: Find out what it's actually worth
Before you talk to any buyer, know your number — not the number you need, the one the market pays. For most smaller businesses that starts with SDE, and the market range runs somewhere around 2.5–3.5x depending on quality of earnings, transferability, and concentration. Get a real valuation and look hard at the gap between where you'd land and where you want to land. A year out, that gap is still actionable: some value drivers can be fixed in twelve months, and knowing which ones is the whole point of doing this early.
3. Months 8–5: Make yourself less necessary
This is the slowest item on the list, which is why it sits in the middle rather than the end. Write down what only you know. Hand real decisions to your second-in-command and let them make some without you. Introduce your key customers to someone else on the team. A buyer isn't purchasing your talent — it leaves with you. They're purchasing what keeps running after the handshake, and every month of demonstrated it-runs-without-me is evidence you can't manufacture at the closing table.
4. Months 5–3: Clear the paperwork buyers trip over
Deals rarely die on price. They die on the pile of small things nobody checked. Read your lease and find out whether it's assignable and how long the term runs — a great business in a building with fourteen months left and no assignment clause is a problem. Confirm every license, certification, and permit the business needs, and which ones transfer. Build an equipment list that separates owned from leased. Get handshake arrangements with key customers or suppliers into writing. Make sure the corporate records match reality. An afternoon on each of these now saves a diligence crisis later.
5. The last stretch: build the team, keep the wheels turning
In the final months, line up the people who have done this before — an accountant who understands deal structure and its tax consequences, an attorney who works business sales, a broker who knows what buyers in your size range are paying. Decide with them how you'll keep things confidential while the business is marketed. And then do the hardest thing on this list: keep running the company like you're not selling it. Buyers reprice deals when performance dips mid-process, and the last quarter before close is when tired sellers let it happen.
The takeaway
Preparation isn't a decision to sell — it's what keeps the decision yours. Work the list in this order and a year from now you'll have a business with verifiable numbers, a defensible price, and nothing in the file for a buyer to trip over. Owners who do this get to choose their moment. The ones who don't get their moment chosen for them.
Thinking about what comes next for your business? Download the free guide — 7 Critical Points Every Business Owner Must Know Before Selling — or book a confidential conversation with Don Emmett. Straight answers from someone who's sat on your side of the table.
