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  • Lamar Rutherford

What Is the Process for Selling a Business? A Step-by-Step Guide

Selling a business is challenging.  The more prepared you are, the better value you are likely to get.  Most business owners only sell once or a handful of times in their lifetime so it helps to have knowledgeable, experienced advisors through the process.   Here we have outlined an overview of the basic steps in the process for selling a business.  

Closing a deal

Preparation Phase:

Before putting your business on the market, it's helpful to prepare.  More preparation usually translates into a smoother transaction, a  better price, and better terms.  This phase involves reviewing your financials, organizing documents, and getting a valuation of your business. It's essential to gather financial statements, tax returns, legal contracts, and any other relevant records. Additionally, analyzing your business's strengths and  opportunities so you can help buyers understand the growth potential.  Also, understanding your weaknesses or any potential  threats in the market will help you formulate the best way to answer questions regarding potential buyer’s concerns about these.  

We recommend preparing a year or more in advance to give  you the opportunity to improve aspects of your business that will help maximize your value, and set up potential tax savings vehicles

Determine an Appropriate Valuation:

Valuing your business accurately is vital to attract potential buyers and negotiate a fair deal. Several valuation methods exist, including the market approach, income approach, and asset-based approach. We recommend consulting with a reputable business broker or a business appraiser to determine the appropriate value  for your business based on your specific industry and business type.

Engage a Business Broker:

Partnering with a business broker can streamline the selling process and increase your chances of finding qualified buyers. A professional business broker has the experience and network to market your business effectively, maintain confidentiality, screen potential buyers, and negotiate on your behalf. Using a broker can save you time, make it easier to maintain confidentiality, maximize your value due to their experience and knowledge with deal terms, help you navigate complex legalities, and greatly improve the odds of a  successful sale.

Marketing and Finding Buyers:

Developing a comprehensive marketing strategy is crucial to attract potential buyers. Your broker will assist in creating a compelling business profile and marketing materials that highlight your business's unique selling points. They will leverage various channels, such as online platforms, industry networks, and their own buyer database, to reach potential buyers. Maintaining confidentiality throughout the process is crucial to protect sensitive business information.

Screening and Negotiating Offers:

Once potential buyers express interest, a rigorous screening process begins. Your broker will vet potential buyers based on their financial capability, industry experience, and compatibility with your business. After narrowing down the list of serious buyers, negotiations begin. This stage involves discussing the terms of the deal, including the purchase price, payment structure, due diligence period, and any contingencies. Your broker will guide you through this process, ensuring your interests are protected and a fair agreement is reached.

Due Diligence:

Once agreement is reached on a Letter of Intent (LOI) or Purchase Agreement (PA), the buyer will start due diligence. In this phase, the buyer conducts a thorough examination of your business's financials, operations, legal documentation, and other aspects. They will verify the accuracy of the information you provided and assess the risks associated with the acquisition. It's crucial to be transparent, responsive, and organized during this stage to build trust and facilitate a smooth transaction.  Your broker should help manage this phase to make sure the buyer’s requests are reasonable, they get the requested information, and everything proceeds in a timely manner. 

Closing the Deal:

After completing due diligence and resolving contingencies (i.e. for bank financing or a lease assignment) or other outstanding issues, both parties proceed to finalize the sale. This involves drafting and signing the purchase agreement, transferring ownership, and transferring assets or shares according to the agreed-upon terms. Consulting with legal and financial professionals during this stage is highly recommended to ensure a legally binding and seamless transaction.  Escrow companies, especially for Bulk Asset Sale transactions, often oversee the closing process.

Selling a business can be a complex and multifaceted process, but with proper preparation, professional guidance, and a clear understanding of the steps involved, you can navigate the journey successfully. By following this guide, you'll be equipped with the knowledge and insights necessary to sell your business efficiently and maximize its value. Remember, partnering with a reputable business broker can significantly enhance your chances of achieving a successful sale while minimizing the stress and challenges along the way.


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