How do I sell my business?

The short answer

Start by getting your records and your goals clear, then work with an advisor to approach buyers and review offers. The process has three phases: Prepare, Market, Close. Your deal advisor coordinates the sale; your legal and tax professionals advise on their areas, and you make the decisions. You keep running the business while the team manages the sale work.

Prepare, Market, Close: who does what

1. Prepare

   You explain your goals, provide financials and tax returns, and describe customers, staff, contracts and your own role. Your advisor organizes the business story, supports the earnings discussion and prepares buyer materials. Your CPA helps explain the numbers. Legal and tax professionals review questions about structure and obligations. Agree on the information that is ready to share and the gaps that still need work.

2. Market

   Your advisor identifies and screens prospective buyers, manages confidentiality agreements and coordinates questions and meetings. You explain the operation and decide which buyers to take forward. Share financials only after an advisor-reviewed NDA has been signed and access has been approved. The team organizes offers so you can understand price, payment timing, conditions and the handoff together.

3. Close

   Your advisor coordinates the buyer requests and the work still needed to finish. Your CPA and other specialists help answer diligence questions. Your lawyer reviews and negotiates documents, and your tax team checks the tax picture. You approve decisions, keep the business running and prepare for the agreed transition. Keep checking what remains open until the documents, conditions and payments are ready for closing.

Before approaching buyers, agree on your goals

Tell the team why you are considering a sale and what you want afterward. Would you stay for a transition? How much uncertainty could you accept in later payments? Are there people or relationships you want considered? You do not need a polished answer to every question. You do need to raise the questions before an offer makes them urgent.

Ask your advisor to explain the basis for the earnings and price discussion. Keep documents behind adjustments and identify anything that needs further checking. An assessment can give you a valuation range; it is a starting point for planning, not an offer from a buyer.

Make a list of the records you have and the ones you still need. Give each gap an owner. Ask who will handle requests during the sale so your management team can keep doing its daily work. Decide how sensitive information will be controlled before anyone starts sending files.

Review the whole offer before committing

Ask the team to walk you from the headline price to the proceeds you might keep after debt, adjustments, costs and estimated taxes. Separate cash at closing from money paid later or subject to conditions. Have your CPA review the tax assumptions and your lawyer explain the obligations you would accept.

A letter of intent deserves advice before signature. Have the price, structure, exclusivity and other terms checked against your goals and what you would keep after taxes. Ask what the document commits you to and what is still subject to negotiation. Do not assume a document is harmless because it is described as preliminary.

If a buyer has already contacted you, you can start with that approach rather than rushing into a reply. See Someone made an offer for my business. What now?. Put the same care into confidentiality and terms whether the buyer found you or your advisor found the buyer.

Know the next step and who owns it

Ask for a current plan with the next decision, the person responsible and the information needed. When an issue appears, ask the team to explain its effect on the deal and your options. You should be able to understand the choices without becoming an expert in every professional discipline.

Not every engagement reaches closing. Pepperdine reports a median of 32% of investment-bank engagements do not close.¹ Ask what happens if the process stops, what fees would apply and how your information would be handled. Review those answers before you engage a team.

Keep your existing CPA involved and make sure everyone knows who is advising on what. You should also understand the scope and payment terms of the professionals you engage. For that part of the decision, see What does it cost to sell my business?.

The pace will depend on your preparation, buyer discussions and the work to close. Plan around the work rather than a promised finish date. See How long does it take to sell a business? for the timing context.

Sources

1. Pepperdine Graziadio Business School, Private Capital Markets Report 2026