Most business owners who are thinking about selling know, in a general way, that they need to “get ready.” What they’re less clear on is what ready actually looks like — in specific, concrete terms that a buyer or their attorney would recognize.

This article-checklist is designed to answer that question. It’s not exhaustive, and it’s not a substitute for the deeper work that exit preparation actually involves. But it’s a starting point for understanding where your business stands before anyone else finds out.

Go through each section honestly. The goal isn’t a perfect score — it’s knowing what needs work before a buyer does.

Financials

This is where most deals die. Buyers and lenders need to be able to verify your numbers, not just believe them.

  • Do you have three years of profit and loss statements that are clean, consistent, and match your tax returns?
  • Are personal expenses clearly separated from business expenses — and documented, not just separated?
  • Have you identified every add-back you’d want a buyer to credit, and can you justify each one in writing?
  • Are there any outstanding tax issues — back taxes, unpaid payroll taxes, liens, or IRS correspondence that hasn’t been resolved?
  • Does any single customer represent more than 20% of your revenue? If so, is that concentration trending down or holding steady?

If your answer to any of these is “I’m not sure,” that’s the starting point. Financials that can’t be verified become either a discount or a dealbreaker — there’s no middle ground.

Operations

Buyers are buying a business, not a job. The operational article-checklist is really one question asked five different ways: can this business run without you? That’s the core of owner dependency — and it’s the most common thing that quietly derails deals.

  • Are your most critical processes documented in writing — not just in people’s heads?
  • Is there at least one other person who can cover every key role if someone is unavailable?
  • Can your team make routine decisions without waiting for you to weigh in?
  • If you took two weeks off with no phone access, what would break — and why?
  • Does the business have systems for onboarding new customers, handling complaints, and managing vendor relationships that don’t depend on your personal involvement?

The last question is worth sitting with. Most founders have handled these things themselves for so long that the system is them. Identifying where that’s true is the first step to changing it.

Contracts and Legal

Handshake agreements and verbal understandings don’t transfer. A buyer’s attorney will pull every significant contract and look for two things: whether the relationship is in writing, and whether it can be assigned to a new owner.

  • Are your top customer relationships covered by written agreements?
  • Do those agreements include assignment clauses that allow them to transfer to a new owner without requiring customer consent?
  • Are your key vendor relationships in writing with similar provisions?
  • Do you have a commercial lease? If so, does it have a change-of-control clause that could void it on sale — and how much time is left on it?
  • Are key employees covered by written agreements — including any non-solicitation or confidentiality provisions that would survive a sale?
  • Are all business licenses, permits, and registrations current?

Missing contracts are fixable. The timing of fixing them matters — renewal cycles are the natural window, and the work needs to happen before a buyer is in the picture.

People

Team risk is one of the most underestimated factors in a sale. Buyers want to know who stays when you leave — and whether the business depends on people who might not.

  • Have you identified the two or three people whose departure would most damage the business?
  • Do those people have any kind of retention agreement, equity stake, or other incentive to stay through a transition?
  • Is there anyone on your team whose compensation arrangement is informal, unclear, or structured in a way that would surprise a buyer?
  • Does your org chart reflect how the business actually runs — or just how it’s supposed to run on paper?
  • Is any critical knowledge held by one person only, with no backup?

You don’t need to have this conversation with your team before you’ve decided to sell. But you do need to know the answers yourself — because a buyer will ask.

Online Reputation

Buyers Google your business before they sign an NDA. What they find shapes how they approach everything that follows.

  • What is your current Google rating, and how many reviews do you have?
  • Are there unresolved negative reviews on any platform — Google, Yelp, BBB, or industry-specific directories?
  • Is your business brand distinct from your personal name — or does your name appear on everything in a way that signals the business depends on you personally?
  • When someone searches for your business, what do the first few results show?

A thin review profile or unresolved complaints doesn’t kill a deal on its own. But it adds to the mental list of risks a buyer is already building — and risk lowers what they’re willing to pay.

What to do with your results

Most businesses that go through this article-checklist honestly find three to five things that need work. That’s not a problem — it’s information. The businesses that close at full price aren’t the ones with nothing to fix. They’re the ones that found the issues early and fixed them before a buyer had the chance to use them as leverage.

If you’ve gone through this list and identified gaps, the next question is sequencing — what to fix first, how long each item will realistically take, and whether you have enough runway before you want to go to market.

That sequencing is the hard part. The article-checklist tells you what. The prep work tells you how and when.

If you want a more structured picture of where your business stands — and a prioritized roadmap for what to fix first — that’s exactly what the Operational Readiness Assessment is designed to do. See if we’re a fit.