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Sale Preparation & Exit Readiness
Buyers rarely walk away. They reprice, and by the time you are in diligence, there is no time left to fix anything.
Why Preparation Decides the Price
Sale preparation is the work of getting a business into a condition where it can survive a buyer's examination without losing value, organizing records, closing documentation gaps, resolving compliance issues, and cleaning up the loose ends that a purchaser will otherwise price into their offer.
It matters because of how buyers actually behave. Very few walk away over a problem found in diligence. What they do is reprice, or demand an escrow, or add an indemnity, and every one of those comes out of the seller's proceeds. A missing minute book does not kill a deal. It costs you money at closing, quietly, and you will never see the version of the offer you would have received.
The preparation itself can take up to five years. Not because the work takes that long, but because some of what needs fixing only fixes with time.
What We Work On
Corporate records
Minute books, resolutions, ownership records, and the formalities a buyer's counsel will ask for first and judge you by.
Contract cleanup
Key customer and supplier agreements signed, current, and assignable. Unsigned agreements with major customers are a recurring finding.
Assignability and change of control
Whether your important contracts survive a sale at all. Some require consent, and consent is a negotiating position for a counterparty who knows you are selling.
Employment documentation
Offer letters, restrictive covenants, and IP assignments, particularly for the people a buyer is paying for.
Intellectual property ownership
Confirming the company actually owns its brand, its software, and its materials, rather than a founder or a contractor.
Related-party arrangements
The informal deals between the business and its owners that make sense internally and look alarming in a data room.
Compliance and licensing
Current, in the right entity, and in every jurisdiction where you operate.
Litigation and disputes
Resolving or properly documenting anything outstanding, because a live dispute is priced as though you will lose it.
Structure and tax positioning
Whether the entity structure supports the transaction you want, which is far easier to change early than late.
Not sure where your situation fits?
How We Work
We run the diligence on you first
Before a buyer does. We request what a purchaser's counsel would request, and produce the list of what you cannot currently supply. That list is the project.
We prioritize by what costs money
Not everything needs fixing. Some gaps are cosmetic and some are worth six figures at closing. Knowing the difference is what makes this efficient rather than exhaustive.
We coordinate with your other advisers
Accountants, brokers, wealth managers, and fractional consultants. Sale readiness is a financial, operational, and legal problem at the same time, and the answers should agree.
Who Does This Work
Robert J. Riccio
A CPA with an LL.M. in taxation. Structure, tax positioning, and the financial analysis behind whether the entity as it stands supports the deal you want.
Benjamin H. Kilborn, Jr.
Has taken a company through to a seven-figure acquisition from the inside, and knows what a buyer's diligence process actually feels like from the seller's desk.
Jordan W Gerheim
Corporate records, contracts, disputes, and the relationships with brokers and consultants that a sale process runs through.
What a Buyer Will Ask For (Can You Produce It Today)?
This is not the whole diligence list. It is the part sellers most often fail.
Complete corporate records
Minute books that stop several years ago, resolutions never documented, and ownership records that do not match what everyone believes.
Signed copies of key contracts
The largest customer relationship turns out to rest on an expired agreement, or on nothing at all.
Assignment and change-of-control terms
Contracts that require consent to transfer, handing a counterparty leverage at the worst moment.
Employment agreements and restrictive covenants
The key employees a buyer is paying for have nothing signed, and nothing stopping them leaving afterwards.
IP ownership documentation
Software, branding, or materials created by a contractor or founder with no assignment on file.
Related-party transactions
Property leased from the owner, loans between entities, family members on payroll (all fine, all alarming when undocumented).
Licenses and permits
Held in the wrong entity, lapsed in a state you expanded into, or personal to an owner who is leaving.
Litigation and claims history
Open matters, threatened claims, and anything under an insurance reservation of rights.
Financial records that reconcile
Where the legal records and the accounting records tell slightly different stories about ownership or obligations.
Insurance and coverage history
Gaps in coverage, claims history, and whether the policies transfer.
How This Work Is Billed
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Frequently Asked Questions
How long does it take to get a business ready to sell?
Anywhere from a few months to five years, depending on what state the records are in and what needs to change. Documentation gaps can be closed quickly. Structural issues, customer concentration, or a business that depends entirely on the owner take considerably longer, because those require the business itself to change rather than the paperwork.
We are not selling for years. Is this premature?
It is the opposite. Almost everything that improves a sale outcome is easier, cheaper, and more effective when there is no transaction pending. Once a buyer is at the table, your leverage to fix anything drops to nearly nothing, and a fix made under a deal timeline looks to a buyer exactly like what it is.
What actually reduces the price?
Uncertainty, mostly. Buyers price what they cannot verify as though the worst plausible version is true. Missing records, unsigned contracts, undocumented related-party arrangements, unclear IP ownership, and open disputes all convert directly into a lower number, an escrow, or an indemnity. None of them require anything to actually be wrong.
Do we need a business broker as well?
Often, yes, and the two roles are different. A broker finds and manages buyers and runs the market process. We prepare the business so that process holds up, and then handle the transaction. We work with local brokers regularly, and brokers bring us deals where neither party has counsel.
What if we are already in diligence?
Call today. Some things can still be repaired, some can be explained properly rather than discovered awkwardly, and some cannot be fixed but can be managed so they cost less than they otherwise would. The worst outcome is a buyer finding something before you have decided how to present it.
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Find Out What a Buyer Would Find
Book a Risk-Free Strategy Session. We will tell you honestly how ready the business is and what the first three fixes should be.