Most business owners know they should prepare for a sale. Few actually do it — at least not with the structure and lead time that the process genuinely requires.
The result is predictable: owners who decide to sell and expect to be in market within weeks find themselves spending months correcting financial records, resolving compliance issues, and addressing operational dependencies that a buyer has flagged as risks. In the worst cases, deals collapse entirely over issues that could have been resolved with twelve months of preparation.
This checklist is designed to prevent that outcome. It is structured around a twelve-month timeline — enough time to make meaningful changes without requiring a complete operational overhaul. Whether you are planning to sell in one year or three, working through this framework will make your business more valuable, more saleable, and more defensible in a due diligence process.
Why Twelve Months?
Twelve months is not an arbitrary number. It reflects the realistic lead time required to:
- Prepare and clean three years of financial statements
- Reduce operational dependencies that take time to restructure
- Diversify a concentrated customer base without disrupting revenue
- Document systems and processes without disrupting operations
- Resolve legal or compliance matters that cannot be fixed overnight
- Build the management depth that buyers need to see
Owners who begin this process later — at three or six months before they want to sell — can still make meaningful improvements. But they will be managing two processes simultaneously: preparing their business and running it. The cost is stress, distraction, and a less complete preparation than they would otherwise achieve.
According to the Exit Planning Institute, owners who plan their exit with adequate lead time consistently achieve better outcomes — in price, structure, and certainty of close — than those who approach the market reactively. Twelve months is the minimum viable preparation window. Two years is better.
Months 1–2: Clarify Your Goals and Assemble Your Team
Before you do anything operational, you need clarity on what you actually want from a transaction. This shapes every decision that follows.
Define Your Personal Goals
- What is the minimum price that would make a transaction worthwhile?
- Do you want a clean exit, or are you open to staying involved in some capacity?
- What matters beyond price — staff continuity, brand preservation, legacy?
- What is your timeline, and is it flexible?
- What will you do after the transaction?
These are not soft questions. The answers to them determine what type of buyer you should be talking to, what deal structure is appropriate, and how much flexibility you have during negotiation.
Assemble Your Advisory Team
A transaction of any significance requires professional support. The advisory team you need includes:
M&A Advisor or Business Broker: Your primary advisor, responsible for preparing your business for market, identifying buyers, managing the process, and negotiating on your behalf. Engage this relationship early — the best advisors will help you prepare, not just sell.
Accountant with Transaction Experience: You need an accountant who understands M&A, not just annual accounts. They will help you normalise your EBITDA, prepare financial summaries for buyers, and manage the tax implications of the transaction.
Solicitor with Corporate Transaction Experience: When the time comes, you will need a solicitor experienced in share purchase agreements, due diligence, and deal documentation. Identify this person now.
The Law Society and ICAEW both maintain directories of professionals with relevant experience that can help you identify suitable advisors in your geography.
Months 2–4: Financial Preparation
Financial clarity is the foundation of every successful transaction. This phase is the most important, and the most frequently underestimated.
Audit or Review Your Financial Statements
Obtain three years of clean, professionally prepared financial statements. Ideally these should be audited. At minimum, they should be reviewed and signed off by a reputable accountant. Buyers — and their due diligence teams — will scrutinise these documents in detail. Discrepancies, gaps, or unexplained movements will raise questions that slow down or complicate the process.
Prepare a Normalised EBITDA Schedule
Work with your accountant to prepare a normalised EBITDA schedule for each of the past three years. This document lists every adjustment made to reported EBITDA, with documentation supporting each one. Common adjustments include:
- Owner salary above market rate
- Personal expenses processed through the business
- One-off legal or restructuring costs
- Non-recurring revenues or expenses
This document becomes your core financial narrative for the transaction. Prepare it carefully.
Separate Personal and Business Finances
If personal expenses have been running through the business — which is common in owner-managed businesses — begin the process of separating them now. This not only cleans up the financial picture going forward, it demonstrates organisational discipline to buyers.
Understand Your Working Capital Position
Buyers typically acquire businesses on a cash-free, debt-free basis with a normalised level of working capital. Understand your average working capital requirement — debtor days, creditor days, inventory levels — so that you can anticipate and manage working capital adjustments at close.
Review Your Debt and Liabilities
Identify all outstanding loans, leases, guarantees, and contingent liabilities. Understand which of these will need to be settled at close and factor this into your net proceeds expectations.
Month 2–4 Checklist:
- Three years of professionally prepared financial statements
- Normalised EBITDA schedule with supporting documentation
- Personal and business finances clearly separated
- Working capital baseline calculated
- Debt and liabilities schedule prepared
Months 3–6: Operational Preparation
Financial preparation tells buyers what the business earns. Operational preparation tells them whether it can keep earning without you.
Reduce Founder Dependency
This is the single most impactful operational change most owner-managers can make. If the business depends on your personal relationships, technical knowledge, or daily decision-making, buyers will price that dependency as a risk.
The goal is not to make yourself irrelevant — it is to demonstrate that the business has genuine organisational depth. Practical steps include:
- Transitioning key client relationships to senior team members
- Delegating day-to-day operational decisions to your management team
- Ensuring that you can absent yourself from the business for two to four weeks without material disruption
This takes time. Begin it early.
Document Your Systems and Processes
Create written standard operating procedures for the core activities of your business: service delivery, client onboarding, supplier management, financial reporting, HR processes. This does not need to be exhaustive — focus on the activities that a new owner would need to understand and replicate.
Documented processes reduce perceived risk for buyers and accelerate due diligence significantly. A business that operates from documented systems is demonstrably more transferable than one that relies on undocumented institutional knowledge.
Review Customer Concentration
If any single customer accounts for more than 20–30% of your revenue, this is a material risk that buyers will factor into their valuation — and potentially their deal structure. Use this period to actively develop new client relationships and diversify your revenue base.
This is a longer-term process and cannot be solved in a month. Starting early gives you the best chance of genuine diversification before you go to market.
Review Supplier Concentration and Contracts
Similarly, if your business depends on a single supplier or a small number of key supplier relationships, ensure these are documented, contracted, and transferable to a new owner.
Assess Your Technology and Infrastructure
Ensure your business operates on systems and software that are properly licensed, up to date, and not dependent on relationships or arrangements that cannot be transferred. Outdated or undocumented technology infrastructure is a common due diligence flag.
Months 3–6 Checklist:
- Founder dependency reduction plan in place and in progress
- Standard operating procedures documented for core activities
- Customer concentration reviewed and diversification underway
- Supplier contracts documented and transferable
- Technology infrastructure reviewed and up to date
Months 4–7: Legal and Compliance Preparation
Legal issues discovered during due diligence are among the most common causes of deal delays, price reductions, and — in the worst cases — deal failures. Identifying and resolving them in advance is one of the highest-return activities you can undertake.
Confirm Your Corporate Structure Is Clean
Ensure your company records are up to date and accurate — shareholders’ register, directors’ register, statutory filings, and confirmation statements. Resolve any discrepancies or historical omissions before they become a buyer’s concern.
Review All Material Contracts
Identify your most significant contracts — with customers, suppliers, landlords, lenders, and employees — and review each one for:
- Change of control clauses (provisions that allow the other party to terminate if ownership changes)
- Assignment restrictions
- Renewal dates and termination notice periods
Contracts with change of control clauses require particular attention. If a key customer contract can be terminated on a change of ownership, this is a risk that buyers will price — and that you should understand well in advance.
Confirm Intellectual Property Ownership
Ensure that all intellectual property used in the business — trademarks, software, proprietary processes, website, brand assets — is clearly owned by the company and not by you personally or a third party. IP that is informally used without proper ownership documentation is a common due diligence problem.
The Intellectual Property Office provides guidance on registering and confirming IP ownership in the UK.
Review Employment Contracts and HR Documentation
Ensure all employees have current, written employment contracts. Confirm that any informal arrangements — flexible working, informal remuneration, undocumented benefits — are properly documented or resolved.
Resolve Outstanding Legal Disputes
Any outstanding litigation, disputes, or regulatory investigations need to be resolved — or clearly understood and documented — before you enter a sale process. Buyers and their lawyers will find them, and unresolved disputes create uncertainty that can delay or derail a transaction.
Months 4–7 Checklist:
- Corporate records reviewed and up to date
- Material contracts reviewed for change of control provisions
- Intellectual property ownership confirmed
- All employment contracts current and documented
- Outstanding legal disputes identified and being resolved
Months 6–9: Strategic Positioning
By this point, the foundational work is underway. Now you shift focus to how your business will be presented to the market — and what story you will tell about its value and potential.
Prepare Your Business Narrative
Every business has a story. The best narratives combine what the business does with why it wins, what makes it defensible, and where it can go under the right ownership. This narrative will underpin your Information Memorandum — the primary document buyers use to evaluate your business.
Think through the following:
- What is the core value proposition of the business?
- What is its competitive advantage — why do customers choose you?
- What is the growth opportunity that the next owner will be positioned to capture?
- What are the main risks, and how are they mitigated?
Being able to articulate your business clearly, honestly, and compellingly is a skill that many owners underestimate. Your advisor will help you develop this narrative, but you need to be its most credible advocate.
Understand Your Buyer Universe
Different types of buyers value different things. A strategic buyer — a competitor or adjacent business — may pay a premium for your customer base or market position. A financial buyer — a capital group or family office — will focus primarily on earnings quality and management depth. An individual buyer may value the lifestyle the business affords.
Understanding who the likely buyers are for your business helps you prepare the right narrative, anticipate the right questions, and engage the right advisor.
Consider Timing
Business performance at the time of going to market matters. Buyers pay for demonstrated performance — not potential. If your business is in a growth phase, going to market during that phase will maximise your valuation. If performance has softened, a period of recovery before going to market may be worth the wait.
Months 6–9 Checklist:
- Business narrative developed and documented
- Information Memorandum outline prepared with your advisor
- Buyer universe identified and prioritised
- Timing assessed relative to business performance
Months 9–11: Final Preparation and Market Readiness
You are in the final stretch. This phase is about ensuring everything is ready before you formally go to market.
Commission a Quality of Earnings Analysis
A Quality of Earnings (QoE) report — prepared by an independent accountant — validates your normalised EBITDA and gives buyers confidence in the financial picture you have presented. Sellers who arrive with a pre-prepared QoE report experience faster due diligence and fewer price renegotiations.
Prepare Your Data Room
A data room is a secure, organised repository of all the documents a buyer will need during due diligence. Preparing it in advance — rather than scrambling to respond to buyer requests in real time — reduces stress, demonstrates professionalism, and accelerates the process.
A well-organised data room typically includes:
- Financial statements and management accounts
- Normalised EBITDA schedule and supporting documentation
- Customer and supplier contracts
- Employment contracts and HR records
- IP ownership documentation
- Corporate records and statutory filings
- Any other material agreements
Brief Your Management Team
At some point before going to market — or shortly after — your senior management team will need to be informed. How and when you do this requires careful thought. Premature disclosure can create anxiety, distraction, or attrition. Late disclosure can undermine trust. Work with your advisor on the right timing and approach.
Final Review With Your Advisory Team
Before going to market, conduct a final review with your M&A advisor, accountant, and solicitor. Ensure everyone is aligned on the narrative, the valuation, the process, and the timeline.
Months 9–11 Checklist:
- Quality of Earnings analysis commissioned or complete
- Data room prepared and organised
- Management briefing plan agreed
- Final advisory team review complete
- Information Memorandum finalised
Month 12: Go to Market
You are ready. The process that follows — buyer outreach, management presentations, indications of interest, LOI, due diligence, and close — is where your advisor earns their fee. But the preparation you have done over the preceding twelve months is what makes everything that follows possible.
Businesses that go to market well-prepared achieve higher valuations, face fewer complications in due diligence, and close faster. The twelve months of work described above is not a cost. It is an investment — one that typically returns many multiples of the time and effort put in.
The Full 12-Month Checklist at a Glance
Months 1–2: Goals and Team
- Personal goals defined
- M&A advisor engaged
- Accountant and solicitor identified
Months 2–4: Financial Preparation
- Three years of clean financial statements
- Normalised EBITDA schedule prepared
- Personal and business finances separated
- Working capital position understood
- Debt and liabilities schedule prepared
Months 3–6: Operational Preparation
- Founder dependency reduced
- Systems and processes documented
- Customer concentration reviewed
- Supplier contracts reviewed
- Technology infrastructure updated
Months 4–7: Legal and Compliance
- Corporate records reviewed and cleaned
- Material contracts reviewed
- IP ownership confirmed
- Employment contracts reviewed
- Outstanding disputes resolved
Months 6–9: Strategic Positioning
- Business narrative developed
- Buyer universe mapped
- Timing assessed
Months 9–11: Final Preparation
- Quality of Earnings analysis complete
- Data room prepared
- Management briefing plan agreed
- Information Memorandum finalised
Month 12: Go to Market
Where Thireos Consulting Group Fits In
At Thireos Consulting Group, we work with a small number of carefully selected clients — business owners with EBITDA of less than €2m in Greece and the United Kingdom — who are planning or actively pursuing an exit.
We do not just manage the sale process. We help owners prepare for it — building the financial narrative, identifying the right buyers, and positioning each business to command the strongest possible outcome.
If you are twelve months, two years, or even further out from a transaction, an early conversation costs nothing and can meaningfully shape your preparation. We are happy to talk.
