Someone made an offer for my business. What now?

Reviewed by the RealDeal360 deal team · Updated November 2026 · 4-minute read

The short answer

Pause and get advice before you reply or sign anything. An unsolicited letter may be an invitation to talk, rather than an offer a buyer is ready to complete. Have an advisor-reviewed NDA signed before you share financials. Do not agree to price, terms or exclusivity until your advisors have checked them against what you would keep after taxes.

Is it a real offer or a fishing letter?

Something specific to examine

An approach worth examining identifies who is buying, why your business fits, how they expect to fund the purchase and what they want next. Ask your advisor to check those claims. Even a detailed letter may contain conditions or rely on assumptions about your earnings. Specificity gives your team questions to investigate; it does not prove the buyer can close.

An invitation to reveal more

A broad price range, generic praise and a request for your financials may simply be an opening conversation. Ask who is behind the approach and whether they are a buyer or an intermediary. A fishing letter is not a reason to send records or accept its suggested price as the value of your company.

Keep the original message and attachments for your advisors. Let them help you decide whether to explore it and how to respond before you make any commitment.

Protect the information before opening the books

  1. Get advice before replying

    Bring the approach to a deal advisor and your lawyer. Explain whether you want to sell and what the sender already knows. Ask the team to check the buyer and help shape a response. A request for a quick answer does not remove the need to understand what you are being asked to do.

  2. Have the NDA reviewed and signed

    Before you share financials, have an advisor-reviewed NDA signed. Ask your lawyer to check its protections and any obligations it places on you. Confirm who may receive the information and how it may be used. An NDA is part of the review process; it does not replace checking the buyer.

  3. Control what goes out

    With your advisors, decide which records are appropriate to share at that stage and who will receive them. Keep track of what has been sent and route follow-up requests through the team. If the buyer asks for more sensitive detail, review that request before widening access.

Check what the offer would actually leave you

Ask for a written explanation of price, debt treatment, adjustments and payment timing. How much would arrive at closing? What depends on future performance or another condition? Your lawyer and tax team should help you understand both your obligations and the proceeds you could keep.

If seller financing is proposed, understand what you would be owed and the risk of later payment. IBBA and M&A Source report seller financing is less than 10% of most deals.1 That is survey context, not a rule for your negotiation. Ask your advisors to examine the actual terms being proposed.

Do not agree to price, terms or exclusivity until they have been checked against what you would keep after taxes. Have your CPA review the tax assumptions before you accept a letter of intent. For the questions behind that estimate, see How much tax will I pay when I sell my business?.

Decide whether the conversation fits your plans

An approach does not mean you must sell, and an attractive headline does not settle whether the deal is right for you. Ask what a transition would require, whether the proposed timing fits and what alternatives you want to consider. Give yourself room to reach a decision with advice.

You can explore the conversation, seek a wider buyer process, prepare first or decline. Ask your advisor to explain those choices and any commitments already in the correspondence. For the broader decision, see Is now the right time to sell my business?.

Sources

  1. IBBA and M&A Source, Market Pulse Q2 2026

General information, not tax, legal or investment advice. Every situation is different.