Exit Planning Checklist: Sell Your Business at Peak Price

Business owners who start preparing to sell 24 months in advance sell for 20–40% more than owners who list cold. This 24-month process is what we use with Central Ohio business owners, phased backwards from the closing table.

Financial cleanup

24–18 months before close

Move to accrual accounting if you're still cash-basis
Get 3 years of financials reviewed or audited by a CPA
Reconcile all balance-sheet accounts monthly
Build a defensible add-back schedule with documentation for every add-back
Separate personal and business expenses on all cards, vehicles, and payroll
Prepare trailing-twelve-month (TTM) reporting you can run any time

Operational readiness

18–12 months before close

Document every core process in a written SOP library
Elevate or hire a general manager / #2 who can run day-to-day
Reduce customer concentration — no single customer over 10–15% of revenue (a form of key-person risk)
Convert one-time revenue to contracted or recurring where possible
Renegotiate key vendor and lease contracts for assignability
Complete deferred maintenance and capex before diligence

Legal and corporate housekeeping

12–6 months before close

Confirm all IP, domains, and licenses are held in the business, not personally
Get every employee on a current offer letter and non-solicit / non-compete where enforceable
Resolve or reserve for any pending litigation, tax disputes, or regulatory issues
Update the cap table, operating agreement, and any minority-owner buyout terms
Confirm real estate is in a separate entity if you plan to keep it and lease it back

Deal preparation

6–3 months before close

Engage an M&A advisor / business broker (not a residential real-estate agent)
Engage an M&A attorney (not your general business attorney)
Model after-tax proceeds under stock vs asset sale scenarios with your CPA
Prepare a Confidential Information Memorandum (CIM) and blind teaser
Curate a target buyer list — strategics, PE search funds, and qualified individuals
Set up a virtual data room with diligence documents pre-loaded

Personal and wealth planning

Ongoing — start early

Model your post-sale income need and target sale price
Coordinate with a financial planner on portfolio and tax strategy for proceeds
Review estate documents, trusts, and gifting strategy pre-sale (ask your CPA about QSBS eligibility if you're a C-corp)
Decide what you'll do the Monday after close — retirement, next venture, board work
Talk to your family about the emotional and identity shift of selling

Terms like SDE, EBITDA, QoE, and QSBS come up throughout this checklist. See our business sale glossary for plain-English definitions.

Frequently asked questions

How far in advance should I start exit planning?

Two to three years before you want to close. That window provides enough time to clean up financials, reduce owner dependency, document processes, and stage two full years of strong performance for buyers to underwrite. Owners who start 6 months before closing often leave 20–40% of value on the table.

What is the single biggest driver of sale price?

The top driver is buyer confidence that the business runs without the owner. The second is clean, accrual-based financials. Third is proven, documented recurring revenue. Every hour you spend on those three, before you list, can have a material impact.

Do I need to tell my team I'm planning to sell?

No, and you shouldn't until the deal is nearly finalized. Premature disclosure can scare customers, employees, and vendors and can materially damage your business. A well-run process protects confidentiality until the buyer is under LOI.

Should I pay off my business debt before selling?

Not necessarily. Most sales are quoted on a cash-free, debt-free basis, meaning debt is subtracted from the purchase price at close. Aggressively paying it down doesn't increase your net proceeds; instead, it changes the timing of the payment.

What's the best way to reduce taxes on the sale?

Deal structure (stock vs asset sale), state residency planning, installment sale treatment, QSBS eligibility for C-corps, and charitable remainder trusts can each save 5–20 percentage points of tax. These decisions must be made at least 12 months before closing to take effect. Intoduce your CPA and estate attorney to your deal team early in the process.

Where are you on the checklist?

Whether you're 6 months or 6 years out, we'll tell you honestly where you stand and what to work on first. Start with a free precision valuation to establish your baseline.

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The 24-Month Exit Planning Checklist