Business sale-readiness checklist

Corporate housekeeping

• Minute book. Up to date and complete — a messy minute book is the first thing to spook a buyer's lawyer.
• Share register and cap table. Clear ownership, no missing certificates, no unresolved options or promises.
• Clean prior reorganizations. Any past restructurings done and documented properly.

Contracts and revenue

• Assignable contracts. Key customer, supplier, and lease agreements that can actually transfer to a buyer.
• Customer concentration. No single customer so large that losing them sinks the value.
• Recurring vs one-off revenue. Repeat and contracted revenue is worth more — know your mix.

People and IP

• Employee documentation. Agreements, entitlements, and no surprise liabilities.
• Key-person risk. The business can run without any one person, ideally including you.
• IP ownership. The name, software, and content are owned by the company, with assignments in place.

Tax and structure

• Capital gains exemption readiness. With your accountant: is the business positioned to qualify, and are surplus assets an issue?
• Share vs. asset posture. Understand which structure suits you and why — see share vs. asset sale.
• Clean financials. Accountant-prepared statements that hold up to scrutiny.

Owner dependence

• Documented operations. Processes written down so the business isn't in your head.
• Management depth. A team that can run the day-to-day.
• A transition you can describe. A clear answer to ‘what happens after you leave?’