The ruthless business exit planning checklist buyers actually want

You built this thing with late nights and stubborn hope. Now you’re thinking about an exit, and here’s the truth nobody says out loud: buyers don’t buy your past; they buy your future without you.

If that stings a little, good. It means you care. Care gets you paid if you point it at the right work.

The window is open right now. Money is moving, strategic buyers are hungry, and the best operators are cashing out while their numbers look clean. Wait too long and the market mood shifts, key staff move on, or a customer leaves and drags your valuation with them. A sale isn’t a lottery ticket; it’s a process. The process rewards the prepared and punishes the hopeful.

Make the business easy to buy

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A good buyer is lazy in the smartest way. They want to step in, read the map, and drive. If your business lives in your head, they see risk—and risk is a price cut.

Think of this as your quiet, ruthless exit checklist. Not an academic exercise—just the hard stuff that makes a buyer relax.

• Document the machine. Write down the top five processes that run revenue and cash: sales handoff, fulfilment, billing, refunds, reporting. Keep it simple—one page each, clear owners, clear steps.
• Remove key-person risk. Build a bench. If you disappeared for a month, who runs sales? Who ships? Who counts the money? Name them, train them, reward them.
• Reduce concentration. Keep any one client under 20% of revenue. If you’re over, make a plan: warm new channels, diversify.

Buyers also look at brand and reputation because they’re buying momentum. Keep your Trustpilot, G2, and Google reviews clean. Answer complaints. Close the loop. It all adds up to confidence.

Numbers that survive daylight

Deals break or close in the numbers—not just revenue and profit, but how those numbers live. If you can defend them, you can defend your price.

Start with clean financials. Monthly P&L, balance sheet, and cash flow for the last three years, plus year-to-date. Reconcile them. No mysteries, no suspense. If a line item looks weird, add a one-sentence note.

Next, tidy your add-backs. These are owner expenses that won’t continue after the sale—your personal car, one-off legal costs, that conference you loved but didn’t need. List them clearly with receipts. Buyers smell games, so be straight.

Expect a Quality of Earnings (QoE) review, which is a fancy way of saying: prove your profit is real and repeatable. If you can show revenue cohorts, churn, customer lifetime value, and gross margin by product, you make the review boring. Boring is beautiful.

Taxes matter more than you think. Talk to a tax advisor now, not after you sign a letter of intent (LOI). Structure can change net proceeds by six figures. Asset sale versus stock sale, earn-out versus all cash—the mix matters. You don’t need jargon; you need a plan.

Buyers pay for transferability, not potential

Potential is a story. Transferability is a system. The more your business runs on simple rules and public knowledge, the more a buyer believes they can run it well.

Lock down the boring essentials. Signed contracts with clear terms, IP you actually own, software licenses in the company’s name—not yours. If a 2019 handshake still keeps you up at night, formalise it or end it before you go to market.

Tighten your data. One source of truth for customers, revenue, and pipeline. If you run sales in Slack and delivery from memory, fix that. A buyer wants a dashboard, not a detective novel.

Protect culture without making it fragile. Share your values and rituals in a short document, then show how they live in onboarding, reviews, and meetings. Culture that relies on your personality is charming—and terrifying—to a buyer. Culture that lives in habits is valuable.

Ask yourself: if someone smart walked in tomorrow, could they run the playbook and win? If the answer is yes, you just raised your multiple.

Design your deal before the deal designs you

Most founders treat the deal like weather—unpredictable and external. That’s a mistake. You can set the story, the rules, and the rhythm.

Decide what you want before you shop it. Minimum price, preferred structure, how long you’ll stay, what you won’t accept. Write it down. Clarity now saves pain later.

Pick your buyer type with intent. Strategic buyers pay for synergies. Private equity pays for stable cash and a path to scale. Search funds pay for simplicity and a clean handover. Each wants different proof. Tailor your materials.

Build your go-to-market. A tight one-pager, a simple deck, a data room with the basics ready, and a clean teaser if you’re using a broker or banker. The goal isn’t to impress; it’s to remove doubt.

Finally, plan your life after. Money without meaning gets ugly fast. What will you build next? Who will you show up for? What does a great Tuesday look like? The best exits feel like a beginning because you chose the next hill before you left the last one.

Your plain-English business exit planning checklist

Print this and keep it in your top drawer. It’s simple on purpose.

• Clean, reconciled financials: monthly for three years plus YTD; clear add-backs; tax plan ready
• Revenue engine documented: top processes on one page each; named owners; redundancy in key roles
• Customer and product concentration addressed; simple growth pipeline; clear, tracked metrics
• Legal and IP tidy; contracts signed; licenses and accounts in the company’s name; data room organised; single source of truth for numbers
• Deal preferences defined; target buyer profile chosen; materials ready; advisors briefed
• Personal plan for after the sale: time, money, and meaning

Use this as your living checklist, and update it weekly while you prepare. Progress beats perfection.

The key takeaway

You’re not selling what you built. You’re selling how safely someone else can own it. Reduce risk, raise trust, and the price follows.

One question to move you forward

If a buyer asked to wire funds in 60 days, what would you scramble to fix this week—and what will you do about it today?