Selling a company means the legal entity changes hands with everything in it, good and bad. That changes what a buyer looks at, what they will insist on protecting themselves against, and who has to sign. It also changes the tax outcome for you, which is why the structure is settled early rather than late.
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Corporate housekeeping first
An accurate share register, resolved option grants, a complete minute book, and any loans between the company and its owners either repaid or properly documented. Buyers will not close on an entity whose ownership is uncertain, and these items take weeks to fix and minutes to discover.
Who has to agree
Check the articles and any shareholders agreement for drag along rights, pre emption rights and consent thresholds. A minority holder who can block a sale is a negotiation you want to have before you spend money on a process, not during exclusivity when the buyer is watching.
Change of control clauses
Customer contracts, leases, licenses and loans often allow the other side to terminate or demand repayment on a change of control. Every one of those is a consent to obtain and a risk a buyer will price. Finding them is a morning's work with the contract file and is worth doing before you go to market.
Questions people ask about selling my company
Is a share sale better for me than an asset sale?
Often, on tax and on cleanliness, which is why buyers resist it. The gap between the two positions is usually settled with price rather than principle, and your accountant should quantify it before you negotiate.
Can I keep some shares?
Yes, and buyers backed by funds frequently want you to. Rolling over part of your equity means a second payday if the business does well, and it means you are a minority holder in somebody else's company in the meantime.
What happens to company debt?
It stays with the entity in a share sale, which is why the price is usually expressed on a cash free debt free basis and adjusted at closing for what is actually there.