I’m Michelle Regner, founder of Business Brokers of America. I help business owners navigate every step of the sale: from organizing financials to negotiating the right deal, so they feel supported, informed, and in control. My mission is simple: to make sure you exit on your terms, with confidence, clean financials, and a strategy that protects what you’ve built.
Selling a business requires trust and preparation. Buyers respond quickly to clean, organized records, and their confidence fades when documents are missing or financials are unclear.
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Start your free valuationDeals often fail because sellers are unprepared. Time is lost responding to buyer requests at the last minute, which slows negotiations and lowers leverage. This is why business brokers manage preparation with their clients.
We can still take a company to market quickly, but sellers who prepare in advance attract stronger offers. Here’s the checklist serious buyers expect from day one if you’re preparing to sell your business.
Related: Planning to sell your business in 2025? These SBA loan changes could make or break your deal
Why preparing to sell your business early matters
Buyers expect complete, accurate records. Missing tax returns, incomplete P&Ls, or vague add-backs increase risk for the buyer and reduce the likelihood of a favorable offer.
Early preparation produces three advantages:
- Faster negotiations (no “send me X” scramble)
- Higher purchase price multiples (buyers trust the numbers)
- Fewer red flags (clean books simplify due diligence)
Preparation gives the seller more control during negotiations and protects against retrade risk.
Related: How to price a business for sale: 7 mistakes that could cost you the deal
The must-have financial documents
Every serious buyer will ask for these upfront:
- Three years of tax returns, P&Ls, and balance sheets
- Clean, systematized books (QuickBooks, Xero—never a shoebox of receipts)
- Owner and equity-holder compensation spelled out clearly
- Itemized add-backs with proof
Regardless of whether the deal uses seller financing or bank financing, buyers require these documents and clean, verifiable financials before moving forward.
Add-backs are where things often go wrong. Personal expenses run through the business—like a car lease—can be reasonable. But if you tell a buyer you remodeled your house for $500,000 and claimed it as a business expense, they won’t buy it.
“Having abnormal personal expenses added back in are makes a buyer skeptical. and can derail the deal.”
Clean, systematized books—and normalized EBITDA or SDE—help buyers confirm that the business generates sufficient cash flow to service debt and support their valuation model. Preparing add-backs and other details in advance reduces delays and objections.
Bottom line: verifiable financials are essential.
Related: How to calculate EBITDA—and why it’s just the starting point for serious buyers
Red flags to address before going to market
I tell my clients: the fastest way to kill buyer trust is to walk in with unresolved red flags. Common examples include:
- Cash-heavy businesses. If too much revenue is under the table, it’s very hard to sell.
Heavy owner dependency, which creates uncertainty about operations post-sale. If leadership succession hasn’t been planned, create a 90-day transition plan and identify key hires. - Weak contracts. Verbal or open-ended agreements need to be locked in.
- Org chart gaps. A zero-person sales team or poor delegation signals risk.
These issues can be managed, but only if they are identified and corrected before buyers see them.
Related: 6 quirky (but very real) reasons buyers walked away after signing the LOI
How far in advance should you prepare?
The earlier, the better.
- 24 months out: the ideal runway. You can clean your books, trim fat, and strengthen margins.
- 12 months out: still plenty of room to improve cash flow and fix gaps. See what financial documents operational should be airtight before going to market.
- 6 months or less: possible, but the broker may slow the go-to-market process while accountants catch up.
Even with a short timeline, BBA uses a Pre-Sale Health Checklist to ensure the essentials are ready before buyers see the business.
What buyers really want to see
Many sellers think flashy revenue is enough. It’s not. What buyers actually care about is:
- Consistent financial performance (not just a hero year)
- Systems that run without the owner
- Documented contracts & processes (no verbal agreements)
- Transferable customer relationships
These factors show that the business can operate reliably under new ownership.
Ready to see what your business could command today? Use BBA’s free valuation calculator and book a consultation with one of our brokers to review your results. We’ll walk you through the next steps to prepare your financials, address risk areas, and package your business so it’s buyer-ready for a smooth, high-value sale.
The role of a broker in preparing your business for sale
Even organized sellers overlook important details. That’s where a broker adds value:
- Managing the checklist so no documents are missing
- Sequencing information to maintain momentum during due diligence
- Identifying gaps the seller may not see, from contracts to delegation issues
- Advising on EBITDA/SDE normalization, working capital adjustments, and deal positioning to support your target multiple
At BBA, we normalize financial data, document add-backs with evidence, and structure disclosures to reduce buyer objections. Our goal is to make sure you’re prepared before buyers start asking hard questions.
We understand buyer concerns because we’ve seen thousands of deals. This experience allows us to anticipate issues and address them before they derail a transaction.
Related: How to price a business for sale: 7 mistakes that could cost you the deal
Final thoughts
Preparing your business before listing gives you more negotiating power and reduces delays. Sellers who invest in preparation achieve stronger offers and a smoother transaction process.
Completing these steps first allows you to enter negotiations from a position of strength and capture the full value of your business.
More about Michelle Regner, Founder & CEO of Business Brokers of America
Michelle Regner is a powerhouse entrepreneur and business strategist with a proven track record of founding and successfully exiting three SaaS technology companies. As the Founder and CEO of Business Brokers of America, she’s on a mission to elevate business brokerage standards nationwide, also serving as President and Managing Partner at Business Brokers of Utah.
Drawing on her firsthand experience launching and scaling startups, Michelle offers unparalleled insight into the realities of small business ownership. She specializes in advising entrepreneurs on growth strategies, exit planning, and digital transformation, having coached dozens to leverage digital marketing, overcome obstacles, and build scalable operational systems.
A Silicon Valley native, Michelle’s entrepreneurial journey began after earning her B.A. in Business from Notre Dame de Namur University and a stint at Morgan Stanley. Her impact quickly gained national recognition, leading to features in Fast Company and being named one of the top business leaders by The Economist in 2014. She’s also a sought-after speaker and previously hosted a five-year podcast series.
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