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Selling A Business Checklist

Selling a business can be daunting, especially if you don't have the proper direction. Without a clear action plan, the process can quickly become overwhelming and chaotic, leaving you feeling lost and unsure of what to do next. However, by organizing the strategy into concrete tasks, you can help keep priorities in order and ensure that important things don't fall through the cracks.

Understanding the business-selling process is crucial, as missing steps can lead to prolonged negotiations, lower sale prices, or fraud. Thankfully, there is a standard process to follow, whether selling privately or through a broker, with specific milestones to achieve. To fully understand how the process will unfold for your business, it's essential to assess your current situation.

Checklist for Selling a Business

When you are ready to sell your business, make sure you have a professional team of advisers on hand to help. Here are some key people to consider:


An accountant can help you with the financial aspects of selling your business, ensuring that all taxes are paid in full and that there will be no nasty surprises regarding the sale.

Business Broker

A broker will help find potential buyers for your business, so they need to know as much about your company as possible to market it effectively.


Lawyers are essential when it comes time to sign legal documents like contracts, confidentiality agreements, etc. Your lawyer should also be able to advise you on any potential tax issues or liabilities once they've been disclosed during due diligence (more on this below).

Valuation Expert

A valuation expert will thoroughly assess your company and its intellectual and intangible assets. This is essential information for potential buyers who need to know what they're getting into.

Clarify Your Reasons for Selling

Selling a business requires careful consideration. Make sure that your business is the right choice for you and your family. If you need clarification on why you wish to sell, take some time to reflect before continuing; this will help ensure you make the right decision.

Check Agreements, Business Licenses and Contracts

When it comes to selling a business, there are many issues you need to deal with before you can close the deal. The following are some things you should do before you begin the process:

1. Check Agreements: Make sure that all contracts are up-to-date, including any leases or contracts with suppliers or customers. Also, check agreements with employees and the terms of any employee benefits.

2. Check Business Licenses: Ensure all current and up-to-date licenses, especially if local or state laws regulate your business. If your business is a corporation, make sure that your corporation has filed its annual report with state authorities.

3. Check contracts: Make sure you have all the arrangements for the assets you're selling. For example, if you're selling a building, make sure it has a mortgage or other debt with an associated note.

Prepare Your Documents and Finances

Selling a business is not just about getting the right price for the company, it's also about being organized and prepared.

While you are selling, it is essential to have your financial documents in order, including the following:

Financial Statements

The financial statements are the most important document you must prepare when selling your business. The buyer will rely on them to make an informed decision about whether or not to purchase your business and how much they should offer.

Legal Documents

All legal documents about the sale of your business must be in order before you start negotiating with potential buyers. These include all agreements, contracts, leases, licenses, permits, etc., relevant to the sale process. Before negotiating with potential buyers, you should also have all necessary approvals from government agencies like the fire department or labor department.

Tax Documents

Make sure you have all the necessary tax-related documents from the past three years, including tax returns and W-2s, as well as all federal, state and local business licenses. If you are selling a corporation or limited liability company (LLC), make sure you have the appropriate resolutions authorizing the sale.

Business Documents

Business Documents include things like your company's Articles of Incorporation, Bylaws, Minutes, Forms and Policies, IRS Forms W-2 and 1099 (as needed), and copies of any contracts or agreements with customers, vendors or partners.

Government Notifications

When you are selling your business, there are certain steps you must take before you can close on the sale. These include notifying some government agencies about your intentions and paying any applicable taxes and fees. The following is an overview of what you need to do:

The IRS – You must inform the IRS about your intent to sell by filing Form 8594 with your tax return. You must also file Form 8594-C if you are selling stock in your company or receiving a distribution from an employee stock ownership plan (ESOP). This form is filed with Form 1099-B from your broker or from the ESOP trustee if no broker was involved.

State Tax Agencies – Each state has its requirements for notifying them of your intent to sell a business, but most require that you file Form SC-100 with their agency within 30 days after filing with the IRS. In addition, most states require that you pay estimated taxes based on the gain expected from the sale before filing this form with them.

Intellectual Property Documents

When you sell a business, the transfer of intellectual property is just as necessary as the transfer of tangible assets. The buyer needs to be able to use your company's name, trademarks, service marks and trade names for their business activities. You should also make sure that any software licenses are transferred to the new owner so they can continue using your systems and software.

Review Insurance Requirements

When selling a business, the buyer's insurance coverage must meet or exceeds your current coverage. You want to ensure that all of your assets are protected and covered in an emergency or accident. If any changes need to be made, it is best to do so well before the sale, so there is enough time for the buyer to get insured with their new policy.

Make a List of Business Assets

Take time to write down everything that makes up your company's value. This includes things like physical assets (office equipment, vehicles), intellectual property (copyrights, patents), goodwill (good reputation), and more.

Create an Inventory

An inventory list is necessary so that you and the buyer understand what items are included in the business. This can include furniture, office/factory equipment, raw materials, and product inventory, which are business assets.

Review Rules and Regulations

Selling a business involves many legal considerations, including tax issues and regulations governing the sale of businesses. Before proceeding with the sale, you'll want to ensure that you're familiar with these rules and regulations.

Have a Professional Conduct a Business Valuation

If you're thinking of selling your business, it's wise to have an outside professional conduct a valuation. This will give you the most accurate idea of your business worth and help you determine the price range for sale. You can hire an outside expert or use software to perform this task.

Create a Brand Overview

Creating a brand overview of everything your company does and who it does it for. It is a road map to help potential buyers understand your business model, and it should include descriptions of products and services, target markets, strategic goals and competitive advantages.

Plan Your Work with Prospective Buyers

Before you start working on your business, it's important to plan ahead and think about what you want to achieve. If you don't have a clear idea of what you want out of selling your business, then it's easy for things to get out of control when buyers start coming around and asking questions. You can end up answering questions that need to be more relevant or talking about things that aren't important.

Make Sure the Buyer Obtains Business Permits and Licenses

The buyer should obtain all necessary licenses and permits before purchasing a business. Sellers should make sure that the buyer has received the following:

  • General license

  • Tax registration

  • Health permits

  • State-issued occupational licenses