The Part of Getting Ready to Sell That Is Not About the Business

Most of what gets written about getting ready to sell is about the business: clean up the books, reduce the concentration, document the processes. All of that matters. But a fair number of deals slow down or come apart for reasons that have nothing to do with the company, and everything to do with whether the owner had answered a few personal questions before the process started. Those questions take longer than people expect, and they are easier to work through a year out than in the middle of diligence.

1. Know your number after tax, not before

The price on the letter of intent is not what lands in your account. Out of it come the payoff of any debt, the working capital true-up, professional fees, and taxes that depend on how the deal is structured and how the purchase price is allocated. Whatever sits in a seller note or an earnout arrives later and carries risk. Owners who have not run that arithmetic tend to find out at the worst possible moment, six weeks into a process, and the reaction is almost always to stall. Sit down with your accountant before you go to market and get a realistic net figure under two or three plausible structures. If the answer does not support what you need, you want to know that while you still have time to do something about it.

2. Know what you are going to do on the Monday after

This one gets dismissed and it should not. If you have been running a business for twenty-five years, the calendar, the identity and a good part of the social life all come from the same place, and it stops on a Friday. In smaller transactions the owner usually stays on in some form for three to twelve months, which softens the landing but does not remove the question. The pattern is consistent: owners who have something specific they are moving toward get through a process cleanly, and owners who are only moving away from something find reasons to slow down in the last thirty days. It is worth having a real answer, not a vague one.

3. Have the family conversation before the market has it for you

If a spouse has not genuinely signed off, you do not have a decision, you have an intention. If you have children in the business, or one in and two out, that needs to be worked through with everyone before a buyer is at the table — not because a buyer cares about family dynamics, but because those conversations are slow and they surface at the point of maximum pressure. The same goes for a partner or minority shareholder. Alignment is a prerequisite for a process, not an output of one.

4. Decide in advance what you will tell your people, and when

Confidentiality in a small market is a practical problem, and in the Triangle a fair number of these businesses know each other's employees. You will need a plan for the key people: who learns what, at what stage, and what you can honestly promise. Most buyers of a smaller business want the team to stay, which is a real thing you can say. Announcing a sale that then takes nine months to close is a different matter. Work out the sequence with your advisor early so you are not improvising a conversation with your operations manager because a rumor got ahead of you.

5. Why all of this shows up in the price

Buyers read hesitation. A seller who looks unsure will attract a more conservative structure — more in escrow, more tied to an earnout, a longer transition — because the buyer is protecting against the deal falling apart late or the owner disengaging after closing. A seller who is clearly ready, who has the net number worked out and the family aligned and a plan for their own time, negotiates from a different place. That is not a soft advantage. It shows up in cash at close.

The takeaway

The readiness work on the business is only half of it. Know what you will actually net, know what you are moving toward, get the people around you aligned, and plan what your team hears. Owners who do that run a faster process and a calmer one, and they are far less likely to be the reason a good deal does not finish.

Thinking about what comes next for your business? Download the free guide — 7 Critical Points Every Business Owner Must Know Before Selling — or book a confidential conversation with Don Emmett. Straight answers from someone who's sat on your side of the table.