Preparing Your Business for Sale: 90-Day Checklist

You've decided to sell your business. Now what?

The preparation you do before going to market can mean the difference between a smooth sale at a premium price and a frustrating process that ends in disappointment. Well-prepared businesses sell faster, command higher valuations, and face fewer deal-killing surprises during due diligence.

This 90-day checklist guides you through the essential steps to get your business sale-ready. Whether you're planning to list in three months or want a structured approach to preparing over the coming year, this roadmap will ensure you don't miss critical steps.

Before You Begin: Assemble Your Team

Before diving into the checklist, ensure you have the right advisors in place.

Essential Team Members

Chartered Accountant (CA)

• Reviews and organises financial records
• Identifies tax implications and optimisation opportunities
• Prepares financial statements to buyer standards
• Assists with deal structuring

Business Broker or M&A Advisor

• Provides market-based valuation
• Creates marketing materials
• Identifies and qualifies buyers
• Manages negotiations

Legal Counsel

• Reviews corporate documents
• Identifies legal issues to resolve
• Prepares sale agreements
• Protects your interests

Kick-Off Meeting

Schedule a meeting with your key advisors to:

• Align on timeline and objectives
• Identify major issues that need attention
• Assign responsibilities
• Set regular check-in schedule

---

Days 1-30: Financial Foundation

The first month focuses on getting your financial house in order. This is where most businesses need the most work.

Week 1: Financial Records Audit

☐ Gather All Financial Statements

Collect the last three years of:

• Profit and Loss statements (monthly and annual)
• Balance sheets
• Cash flow statements
• Tax returns (filed with IT department)
• GST returns and records

Action: Create a master folder (physical and digital) for all financial documents.

☐ Reconcile All Accounts

Ensure your books match reality:

• Bank accounts reconciled
• Receivables verified
• Payables confirmed
• Inventory counts completed
• Fixed asset register updated

Action: Assign your accountant to identify and resolve discrepancies.

☐ Review for Accuracy

Common issues to look for:

• Unrecorded transactions
• Personal expenses mixed with business
• Timing errors (revenue/expenses in wrong period)
• Uncategorised or miscategorised items

Action: Create a list of adjustments needed.

Week 2: Financial Clean-Up

☐ Separate Personal and Business Expenses

If you've been running personal expenses through the business, now is the time to stop and clean up.

• Identify all personal expenses in business accounts
• Document them separately
• Begin paying personal expenses from personal accounts

Action: Create a schedule showing personal expenses that will be removed under new ownership (important for calculating normalised earnings).

☐ Collect Outstanding Receivables

Old receivables raise red flags for buyers.

• Review aging report
• Pursue collection on overdue accounts
• Write off truly uncollectible amounts
• Implement stricter credit policies going forward

Target: No receivables over 90 days.

☐ Clean Up Payables

Ensure all bills are current:

• Pay overdue vendors
• Resolve any disputes
• Establish you're a reliable payer

Action: Get confirmation from key vendors that accounts are in good standing.

Week 3: Financial Analysis and Normalisation

☐ Calculate Normalised EBITDA

Work with your CA to determine true owner's earnings:

Start with reported profit, add back:

• Owner's above-market salary
• Personal expenses
• One-time costs
• Related party transactions at non-market rates
• Depreciation and amortisation

Subtract:

• Below-market expenses (rent, family labour)
• One-time gains

Action: Create a detailed normalisation schedule with supporting documentation.

☐ Prepare Financial Summary

Create a clear financial summary showing:

• 3-5 year revenue trend
• Gross margin trend
• EBITDA and normalised EBITDA
• Key metrics by year

Action: Have your CA prepare a professional financial summary document.

Week 4: Financial Projections and Tax Planning

☐ Create Forward Projections

Buyers want to see where the business is heading:

• 3-year revenue projection
• Expense assumptions
• Capital expenditure needs
• Working capital requirements

Important: Be realistic. Overly optimistic projections damage credibility.

Action: Prepare a simple financial model with conservative, base, and optimistic scenarios.

☐ Understand Tax Implications

Before selling, understand:

• Capital gains tax on your anticipated sale price
• Potential exemptions (Section 54F, etc.)
• Difference between asset sale and share sale tax treatment
• Any tax issues that need resolution

Action: Get a written tax impact analysis from your CA.

☐ Resolve Any Tax Issues

Address any outstanding:

• Tax disputes
• Unfiled returns
• Outstanding tax payments
• Assessment proceedings

Action: Create a plan to resolve issues before going to market.

---

Days 31-60: Operations and Documentation

With financials in order, turn attention to operational readiness.

Week 5: Legal and Corporate Documents

☐ Compile Corporate Records

Gather and organise:

• Certificate of Incorporation
• Memorandum and Articles of Association
• Board resolutions and meeting minutes
• Shareholder agreements
• Any amendments to above

Action: Create a "corporate documents" folder and verify all documents are current.

☐ Review Business Licenses and Permits

Ensure all are current:

• Trade license
• GST registration
• Shop and establishment license
• FSSAI license (if applicable)
• Environmental clearances
• Import/export licenses
• Industry-specific permits

Action: Create a schedule of all licenses with expiry dates. Renew any that are near expiry.

☐ Audit Employment Documentation

Review for all employees:

• Employment contracts (written)
• PF and ESI registration and compliance
• Leave records
• Salary documentation
• Performance records
• Employee policies/handbook

Action: Identify gaps in employment documentation. Create missing contracts.

☐ Review Customer and Vendor Contracts

Compile all significant contracts:

• Customer agreements
• Vendor/supplier contracts
• Lease agreements
• Distribution agreements
• Service contracts

Action: Create a contract summary showing key terms, expiry dates, and any change-of-control provisions.

Week 6: Intellectual Property and Assets

☐ Document Intellectual Property

Compile information on:

• Registered trademarks
• Patents (if any)
• Domain names
• Proprietary processes or formulas
• Software or technology owned

Action: Verify ownership is clear and properly documented. Ensure trademark registrations are current.

☐ Create Fixed Asset Register

For all significant assets:

• Description
• Purchase date and price
• Current book value
• Estimated market value
• Condition

Action: Verify assets exist and are operational. Update your accounting records.

☐ Assess Real Estate Situation

If you own property:

• Verify clear title
• Get current valuation
• Decide whether to include in sale or lease to buyer

If you lease:

• Review lease terms
• Check for assignment or transfer restrictions
• Understand landlord's requirements for change of ownership

Action: Document property situation clearly for potential buyers.

Week 7: Operational Documentation

☐ Create Standard Operating Procedures (SOPs)

Document key processes:

• Customer acquisition and sales process
• Order fulfilment/service delivery
• Quality control procedures
• Customer service protocols
• Billing and collections
• Vendor management
• HR procedures

Format: Step-by-step instructions that a new owner or manager could follow.

Action: Start with the top 10 most critical processes. Aim for "good enough" documentation, not perfection.

☐ Document Technology and Systems

Create an inventory of:

• Software used (with license information)
• Hardware and equipment
• IT infrastructure
• Passwords and access credentials (secured)
• Vendor relationships for IT support

Action: Ensure all software is properly licensed. Create a technology overview document.

☐ Map Customer Relationships

Document your customer base:

• Customer segmentation
• Revenue by customer (or customer tier)
• Key contacts and relationships
• Contract status
• Historical purchasing patterns

Action: Identify customer concentration issues. No single customer should represent more than 15-20% of revenue if possible.

Week 8: Operations Assessment

☐ Evaluate Owner Dependence

Honestly assess:

• What critical functions do you perform?
• Who else can perform these functions?
• What would happen if you weren't available for a month?
• Which relationships are tied to you personally?

Action: Create a plan to delegate or transfer your critical functions over the coming weeks.

☐ Assess Management Team

Evaluate your team:

• Do you have strong managers in place?
• Can they run operations without you?
• Are there gaps in management capability?
• Who are your key employees?

Action: Identify key employee retention needs. Consider what incentives might be needed to retain critical staff through the sale.

☐ Review Operational Metrics

Compile key performance indicators:

• Customer acquisition cost
• Customer retention rate
• Average order value
• Gross margin by product/service
• Employee productivity metrics
• Quality metrics

Action: Create a metrics summary. Identify areas of strength and weakness.

---

Days 61-90: Market Preparation

The final phase prepares you to go to market confidently.

Week 9: Valuation and Pricing

☐ Get Professional Valuation

Engage a professional to provide:

• Fair market value assessment
• Methodology explanation
• Supporting analysis
• Range of values based on different scenarios

Action: Review valuation with your advisor. Understand what drives the number.

☐ Determine Asking Price Strategy

Decide your pricing approach:

• Fixed asking price
• Price range
• "Offers invited" (no stated price)

Considerations:

• Realistic pricing attracts serious buyers
• Overpricing wastes time and can stigmatise your listing
• Leaving room for negotiation is expected

Action: Set a clear price expectation with your broker.

☐ Define Deal Structure Preferences

Consider what you'll accept:

• All cash vs. seller financing
• Earnout provisions
• Non-compete terms
• Transition period commitment
• Asset sale vs. share sale

Action: Document your deal preferences and walk-away points.

Week 10: Marketing Materials

☐ Prepare Blind Profile

Create an anonymous description of your business:

• Overview without identifying details
• Key financial highlights
• Growth opportunity summary
• Reason for selling

Purpose: Used to generate initial buyer interest before NDA.

Action: Work with your broker to create a compelling blind profile.

☐ Create Confidential Information Memorandum (CIM)

The CIM is your comprehensive sales document:

• Executive summary
• Business description
• Products/services
• Market analysis
• Financial information (historical and projected)
• Operations overview
• Growth opportunities
• Asking price and deal parameters

Action: Work with broker and CA to create professional CIM. This takes time—start early.

☐ Prepare Due Diligence Materials

Organise documents for buyer due diligence:

• Financial documents
• Legal/corporate documents
• Operational documents
• Employee information
• Customer information (redacted initially)
• Contracts and agreements

Action: Create a virtual data room (secure online folder) with organised documents. Index everything.

Week 11: Process Setup

☐ Establish Confidentiality Protocols

Set up systems to protect confidentiality:

• NDA template (reviewed by lawyer)
• Buyer qualification process
• Information release stages
• Internal communication plan

Action: Define who needs to know about the sale and when. Prepare for potential leaks.

☐ Prepare for Employee Questions

Develop communication plan:

• When and how to tell employees
• Key messages to communicate
• Answers to common questions
• Retention strategies for key staff

Action: Draft talking points for eventual employee communication.

☐ Establish Buyer Qualification Criteria

Define what makes a qualified buyer:

• Minimum financial requirements
• Relevant experience
• Serious intent indicators
• Deal type compatibility

Action: Create qualification questionnaire for initial buyer screening.

Week 12: Final Preparation and Go-Live

☐ Conduct Final Business Review

Walk through everything one more time:

• Are financials accurate and current?
• Are all documents organised?
• Are legal issues resolved?
• Is the business performing well?

Action: Create a final checklist of any last-minute items.

☐ Stress Test the Business

Before going to market:

• Can the business run without you for 1-2 weeks?
• Is the management team confident?
• Are systems working properly?
• Are customer relationships stable?

Action: Take a brief absence to test operations.

☐ Maintain (or Improve) Performance

Critical: Don't neglect the business during the sale process.

• Keep focusing on sales and customers
• Maintain quality and service levels
• Continue marketing and business development
• Defer major changes, but keep running hard

Action: Commit to running the business at full capacity throughout the sale process.

☐ Go to Market

With everything prepared:

• Finalise marketing materials
• Activate your broker
• Launch listings (if using platforms)
• Begin outreach to potential buyers

Action: Schedule kick-off meeting with your broker to launch the process.

---

Beyond 90 Days: Maintaining Momentum

The 90-day preparation is just the beginning. Once on the market:

Ongoing Priorities

Stay engaged: Respond promptly to broker and buyer requests.

Stay current: Update financials monthly during the sale process.

Stay focused: Keep running the business well. Declining performance during sale process is deadly.

Stay patient: Good sales take time. Don't panic if results aren't immediate.

Stay flexible: Be open to deal structures and timing that work for buyers.

Common Pitfalls to Avoid

Neglecting the business: This is the #1 deal killer. Buyers notice declining performance.

Appearing desperate: Maintain composure even when frustrated.

Being inflexible: Rigid negotiating positions kill deals.

Losing confidentiality: Careless disclosure can damage the business.

Accepting unqualified buyers: Time wasters hurt your process and morale.

---

90-Day Checklist Summary

Days 1-30: Financial Foundation

• ☐ Gather all financial statements
• ☐ Reconcile all accounts
• ☐ Review for accuracy
• ☐ Separate personal and business expenses
• ☐ Collect outstanding receivables
• ☐ Clean up payables
• ☐ Calculate normalised EBITDA
• ☐ Prepare financial summary
• ☐ Create forward projections
• ☐ Understand tax implications
• ☐ Resolve any tax issues

Days 31-60: Operations and Documentation

• ☐ Compile corporate records
• ☐ Review business licenses and permits
• ☐ Audit employment documentation
• ☐ Review customer and vendor contracts
• ☐ Document intellectual property
• ☐ Create fixed asset register
• ☐ Assess real estate situation
• ☐ Create Standard Operating Procedures
• ☐ Document technology and systems
• ☐ Map customer relationships
• ☐ Evaluate owner dependence
• ☐ Assess management team
• ☐ Review operational metrics

Days 61-90: Market Preparation

• ☐ Get professional valuation
• ☐ Determine asking price strategy
• ☐ Define deal structure preferences
• ☐ Prepare blind profile
• ☐ Create Confidential Information Memorandum
• ☐ Prepare due diligence materials
• ☐ Establish confidentiality protocols
• ☐ Prepare for employee questions
• ☐ Establish buyer qualification criteria
• ☐ Conduct final business review
• ☐ Stress test the business
• ☐ Maintain (or improve) performance
• ☐ Go to market

---

Starting Earlier? Expand This Timeline

If you have more than 90 days before you want to go to market, use the extra time to:

6-12 Months Before Sale

Reduce owner dependence: Hire or promote managers to take over your functions.

Diversify customers: Address concentration by developing new accounts.

Clean up operations: Transition away from cash transactions, informal arrangements.

Improve margins: Raise prices, reduce costs, improve efficiency.

Build recurring revenue: Convert one-time customers to ongoing relationships.

Invest in systems: Upgrade technology, implement CRM or ERP.

Why Starting Early Matters

Every month of preparation can add value:

• Cleaner financials = higher buyer confidence
• Reduced owner dependence = higher multiple
• Better documentation = smoother due diligence
• Improved performance = higher valuation

The best time to start preparing was two years ago. The second best time is today.

---

Disclaimer: This checklist provides general guidance for business sale preparation. Every business is unique—work with qualified professionals to address your specific situation.