How do you sell a business: the short answer, then the long one

The short answer is six steps: get the numbers straight, decide who sells it, present it to buyers under agreement, take offers and pick one, survive diligence, and sign. The long answer is which of those six takes the time, and that is almost always the fifth.

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Steps one and two

Three years of financial statements a stranger can follow, plus a documented add back schedule. Then decide the route: yourself on a marketplace, a main street broker, an M&A adviser, or a direct approach to someone you already know. That choice depends on who your likely buyers are, not on how much you want to save.

Steps three and four

The business is presented to buyers under a non disclosure agreement, either through a listing or through direct approaches. Offers come back as letters of intent, and one is chosen and given exclusivity. This is the moment your negotiating power peaks, so the structure, not just the price, should be settled before you sign.

Steps five and six

Diligence verifies everything you said, and the purchase agreement is negotiated in parallel. This is where months go and where deals fail, almost always over something that could have been disclosed earlier. Then signing, closing, and a period afterwards in which escrow, a note or an earnout may still be running.

Other questions people ask

How long does the whole thing take?

Six to twelve months once you are prepared, and preparation often takes as long again.

What is the most common cause of failure?

Something found in diligence that contradicts what the seller said, followed by buyer financing. Both are addressed before marketing rather than during.

Do I need a broker?

Only if you cannot reach your likely buyers yourself. A lawyer and an accountant are needed either way.

Sources

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