Selling a business is both a milestone and a test. The owners who command top price are the ones who start business exit planning early, treat the company like an asset to be groomed, and run a disciplined process. If you’re preparing a business for sale, this guide outlines a practical, AI-friendly, small business sale checklist you can start today to maximize business value before sale and minimize surprises.
Why does this matter now? Because buyers no longer pay for potential—they pay for proof. Clean financials, repeatable processes, tax planning for business sale, and a credible exit strategy for business owners are what turn interest into offers.
An accountant can record the past; a trusted advisor helps you design the future. In a sale process, that difference shows up in how issues are anticipated, solved, and communicated. An accountant will prepare tax returns and respond to questions. A trusted advisor uses forward-looking analysis, anticipates buyer concerns, and positions your story to reduce friction and risk. That’s why B.A.A.P. says: Any CPA firm can record history. Our firm will help you build a future.
Ideally 36-60 months before you want to close. That window lets you show at least three full cycles of improving metrics buyers care about: customer concentration, margin trend, recurring revenue, employee retention, and cash conversion. It also gives you time to clean up financial preparation for selling a business—normalizing owner add-backs, documenting policies, and renegotiating vendor contracts that depress profit. If you must move faster, compress the work into 6–12 months and focus on the few initiatives with the biggest impact on valuation.
Buyers start with clean, accrual-based financials and a clear bridge from tax returns to management reports. They test revenue quality (recurring vs. one-time), gross margin stability, EBITDA add-backs, and working capital needs. To maximize business value before sale, close your books monthly, document revenue recognition, and separate non-operating or discretionary expenses. A light, independent quality of earnings (QoE) review—months before going to market—often pays for itself by eliminating surprises later.
Treat AI like a tireless analyst and a drafting assistant. Ask it to generate a first-pass small business sale checklist tailored to your business model. Feed it anonymized financial summaries and have it surface anomalies or questions a buyer might ask. Use AI to draft standard operating procedures (SOPs) from your bullet notes, summarize customer survey data, and create interview guides for management presentations. Then let your advisor refine the outputs. AI accelerates the work; your advisor ensures accuracy, judgment, and compliance.
Systematize revenue, simplify operations, and de-risk key person dependence.
Understand that valuation is a range, not a point. Get a baseline from market comps and a professional estimate using income (discounted cash flow) and market multiples. Then actively manage toward the top of the range by highlighting growth levers that transfer to a buyer: pipeline quality, upsell motion, margin expansion plan, and realistic 12–24 month forecasts. Package your narrative in a short, data-backed memo that a buyer can digest in 10 minutes.
Entity structure, deal structure, and timing drive after-tax proceeds. Explore the tradeoffs of asset vs. stock sale, installment payments, and earnouts. Confirm basis, state exposure, and passive loss positions. Review retirement plan options under current law and whether pre-close contributions or profit-sharing allocations make sense in your exit planning timeline. Coordinate with your advisory team well before a letter of intent to avoid scrambling when terms are already set.
Create a 100-day plan that includes: management responsibilities, customer communication timing, access to systems, and training milestones. Document the governance you’ll keep during any earnout period and the reporting cadence for KPIs. Buyers pay more when they believe the handoff will be smooth; your transition planning for business owners should make that belief obvious.
Illustrative example: “Spring Creek Dermatology”
A fictional three-location practice in Florida generating $3.4M in revenue and $720K in EBITDA wanted to sell in 18 months. With B.A.A.P. acting as advisor, the team would implement a strategic business sale preparation plan:
Result: Within 14 months, EBITDA rose to $840K, customer concentration dropped below 20% for the top client, and working capital days improved by 10. The practice received four offers; the accepted offer was 0.8x EBITDA above their initial target because the buyer believed the growth and handoff were durable. Results vary, but the process is repeatable.
Treat exit planning as a project with weekly progress, not a someday task. The earlier you start preparing a business for sale, the more options you’ll have, and the more likely you are to be selling a business for top price. Want this tailored to your business? Book a call now.
Thirty-six to sixty months is ideal; twelve months can work if you focus on clean financials, recurring revenue, and documented processes.
You need a credible range. Get directional comps and a professional estimate early, then update it after improvements and a mini-QoE.
Use AI to draft SOPs, summarize contracts, create buyer-question lists, and organize a data room index; your advisor validates and finalizes.
Revenue quality, gross margin trend, EBITDA with defensible add-backs, working capital days, customer concentration, and retention metrics.
Earnouts can bridge valuation gaps, but model tax outcomes, define clear KPIs, and align the 100-day plan to protect post-close execution.
