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How to Sell a Business: A Practical Guide for Owners

How to prepare your business for sale, set an asking price, find serious buyers, protect confidentiality and get through due diligence to closing.

Updated

Get ready first

Buyers pay for earnings they can trust. Gather clean financial statements and tax returns for the last few years, tidy up the books, and write down how the business runs so a new owner can take over.

Work out a fair price

Small businesses are often priced as a multiple of seller's discretionary earnings, which is the profit plus the owner's pay and one-time costs. The multiple depends on the industry, size, growth and risk. A broker or valuation professional can give you a supported range.

Decide what is included

State clearly whether the sale includes the real estate, equipment, inventory, the name and the customer list. List the lease terms if the business rents its space, because the landlord's consent can decide the deal.

Market it with care

Describe the business honestly without naming it, so staff, customers and competitors do not find out before you are ready. Share the name and financials only with serious buyers who sign a confidentiality agreement.

Screen the buyers

Ask for proof of funds or loan approval and a sense of their experience. Many small business sales are financed with a bank loan, and some include a note paid to the seller over time.

Negotiate, then check

A letter of intent sets the price and main terms. The buyer then checks the business in due diligence. Answer questions openly; surprises late in the process can lower the price or end the deal.

Close and hand over

Use an attorney to write the purchase agreement and handle the transfer of licenses, contracts and the lease. Plan the handover and any time you will stay to help the new owner.

Common questions

It varies widely with the size of the business, the price and the market. Many sales take several months from listing to closing, and longer if the financing or the lease needs approval.

It can be done either way. Selling together gives the buyer one deal, while selling separately can suit a buyer who only wants the business and leases the space. Think about what fits your goals and talk to your advisers.

This guide gives general information, not legal, tax or financial advice. Laws, rates and practices differ by state and by deal, so talk to a licensed professional before you decide.