The Exact Checklist to Prepare Your Company for Sale in 90 Days

If you want to prepare your company for sale and close in two to three quarters, the work starts 90 days before the first buyer call. Founder-owned businesses that skip prep typically lose 12 to 18 percent of headline value to retrades during diligence, according to Axial 2025 sell-side data. A disciplined 90-day sale checklist removes most of those retrade triggers before a buyer ever sees the file.

This guide breaks the prep window into six two-week phases. Each phase has a specific output, a budget range, and a named set of tools. At the end is a worked example: an HVAC owner with $4M EBITDA running the full sequence. Use it alongside our 6-step acquisition readiness guide and the broader selling a business checklist.

Weeks 1-2 of the 90-Day Sale Checklist: Financial Cleanup and Sell-Side Quality of Earnings

Objective. Lock down the financial story before any buyer or banker sees it. The single biggest source of valuation slippage in lower middle market deals is messy financials surfacing in diligence. Get ahead of it.

Action 1: Recast the trailing twelve months

Pull a trailing twelve month profit and loss statement and balance sheet at the customer, product, and channel level. Recast it for owner add-backs: above-market owner compensation, personal vehicles, family on payroll, one-time legal fees, and any rent paid to a related party. Document every add-back with a memo and a source. Buyers will challenge each one.

Action 2: Commission a sell-side Quality of Earnings

A sell-side Quality of Earnings report is the single highest-return spend in the entire 90-day prep window. It runs $25,000 to $75,000 for a business under $10M EBITDA and takes three to five weeks. The output is a defensible adjusted EBITDA figure, a working capital peg, and a customer concentration analysis that you control before a buyer sees it.

Skipping sell-side QoE is the most common reason deals retrade by 10 to 20 percent at the LOI stage. Buy-side QoE will find the same issues, except by then you no longer hold the pricing power to control the narrative.

Action 3: Pull customer concentration data

Export the last three years of revenue by customer. Calculate the top 1, top 5, and top 10 customer concentration. Anything over 20 percent in any top-1 bucket is a buyer concern. Document multi-year contracts, average tenure, and gross retention per customer. If concentration is high, start the diversification narrative now: which segments are growing, which sales hires are filling pipeline, which contracts renewed last quarter.

Action 4: Inventory every contract

Build a master contract list: customer agreements, supplier agreements, leases, loans, equipment financing, licenses, and any open litigation. Note expiration dates, renewal terms, assignment clauses, and change-of-control triggers. This list feeds directly into the data room in weeks 5-6.

Tools and services this phase. QuickBooks or NetSuite for the recast, a regional CPA firm for the QoE (or a specialist like Aprio, Carl Marks, or Riveron for deals above $5M EBITDA), Excel or Google Sheets for the concentration model, and a shared folder structure for the contract inventory.

Weeks 3-4 of the 90-Day Sale Checklist: Management Interviews, SOPs, and IP Assignment Audit

Objective. Make the business runnable without you. A founder-dependent company trades at a 1 to 2 turn discount on EBITDA. The fix is documentation and a credible second-in-command.

Action 1: Run structured interviews with your top 5 managers

Sit down with each direct report for 60 minutes. Ask: what would break if you left tomorrow, which decisions only the owner makes, which customers will only call the owner, which vendor relationships are personal. Take notes. The output is a list of dependencies, ranked by how much they reduce buyer confidence. Each dependency needs a 90-day fix or a 6-month plan.

Action 2: Document the top 20 SOPs

You do not need to document every process. You need the top 20 that drive 80 percent of revenue and operations: how leads are qualified, how a job is priced, how a service ticket flows, how invoicing works, how AR is collected, how new hires are trained, how payroll runs, how the bank reconciliation happens. Use Loom for screen recordings, Notion or Trainual for written SOPs, and a single source of truth folder.

Action 3: Run an IP assignment audit

Every line of code, every logo, every customer list, every patent must be owned by the operating entity, not by the founder personally or a contractor. Pull contractor agreements from the last five years and check for an IP assignment clause. If your developer never signed one, get it signed now. Trademark the company name and the primary brand if not already filed. Buyers will flag any IP gap as a closing condition.

Action 4: Hire or promote a second-in-command if you have not already

The fastest way to remove founder dependency is to put a real general manager or COO in place 90 to 180 days before the sale. Buyers pay a premium for businesses where the founder can fully step out in 12 months. If you cannot hire one in time, identify the internal person who could grow into the role and document the plan.

Tools and services this phase. Trainual or Notion for SOPs, Loom for video documentation, a local employment attorney for IP and contractor agreement review (budget $3,000 to $8,000), and the USPTO TEAS system for trademark filings.

Weeks 5-6 of the 90-Day Sale Checklist: Build the Data Room and Run Contract Assignability Review

Objective. Have a complete, organized, indexed data room ready before the first NDA is signed. Buyers form their offer view in the first 72 hours of data room access. A messy room costs you 5 to 15 percent on the headline number.

Action 1: Pick a virtual data room platform

For deals under $25M, Firmex, DealRoom, or Intralinks Lite work well. For above $25M, full Intralinks or Datasite. See our breakdown of the best virtual data rooms for M&A in 2026 for pricing and feature comparison. Budget $2,000 to $8,000 for a 90-day room.

Action 2: Populate the room using a standard index

Use a tested taxonomy. Our data room checklist for business sale walks through the exact folder structure: Corporate, Financial, Tax, Commercial, Customers, Suppliers, IP, IT, HR, Legal, Insurance, Real Estate, Environmental, and Q&A. Every contract from your weeks 1-2 inventory goes here, organized by category, with redactions where appropriate.

Action 3: Review every material contract for assignability

Pull each material contract (anything above 5 percent of revenue or any contract whose loss would hurt operations) and read the assignment and change-of-control clauses. Categorize:

• Freely assignable: no buyer action needed.
• Consent required, ordinary course: consent typically given, but adds time.
• Consent required, customer relationship sensitive: requires a relationship-led conversation.
• No-assignment clause with termination right: the highest-risk bucket, may require pre-sale renegotiation.

For each contract in the third and fourth bucket, draft a buyer-friendly script for the consent conversation. Do not call the customer yet, but be ready.

Action 4: Run relationship check-ins with key customers

For your top 10 customers by revenue, schedule a quarterly business review or a relationship check-in. The objective is not to disclose the sale. The objective is to refresh the relationship, surface any concerns, and lock in any verbal renewal or expansion conversations into email. Buyers reading the customer file want to see active engagement, not crickets.

Tools and services this phase. Firmex or DealRoom for the VDR, a corporate attorney for the assignability triage (budget $5,000 to $15,000), HubSpot or Salesforce reports for relationship history, and a calendar block for customer check-ins.

Weeks 7-8 of the 90-Day Sale Checklist: CIM Draft, Teaser, and Buyer List Curation

Objective. Produce the two documents every buyer will see, and curate the list of who will see them. The CIM (Confidential Information Memorandum) and the teaser are the marketing materials that drive bid quality.

Action 1: Draft the teaser

The teaser is a one-to-two page anonymized summary: industry, revenue range, EBITDA range, geography, customer mix at the segment level, growth story, and reason for sale. No company name, no specific customers, no proprietary metrics. The teaser goes out to a curated buyer list under a one-way NDA before the CIM is shared.

Action 2: Draft the CIM

The CIM is typically 30 to 60 pages and covers: executive summary, company overview, products and services, customers and markets, competitive position, growth opportunities, management team, financials (3 to 5 years historical plus 2 to 3 year projection), and transaction structure preference. Use the QoE report from weeks 1-2 as the financial backbone. Build the projection model with bottoms-up assumptions tied to named pipeline.

Action 3: Curate the buyer list

A good buyer list has 50 to 150 names, segmented:

• Strategic buyers: direct competitors, adjacent operators, vertical consolidators.
• Financial buyers: private equity firms with a thesis in your sector, family offices, search funds.
• Independent sponsors: deal-by-deal investors with capital partners lined up.

Source names from Sutton Place Strategies, Pitchbook, GrowthCap, and our own buyer database. If you use a banker or broker, they will bring a list too. Compare. The right buyer list is the difference between a competitive process and a single-bidder negotiation.

Action 4: Build a deal-team contact sheet

The deal team is the seller plus the M&A attorney, the CPA, the QoE provider, the wealth manager handling proceeds, and the broker or investment banker. Document each person, their role, their cell phone, and their availability over the next 120 days. When a buyer asks for tax returns on a Friday at 6pm, you want to know exactly who answers.

Tools and services this phase. CIM templates from Axial or Wall Street Prep, Pitchbook or GrowthCap for buyer research, our best business broker comparison if you have not engaged yet, and a shared Google Doc for the deal-team contact sheet.

Weeks 9-10 of the 90-Day Sale Checklist: Broker or Investment Banker Engagement and Market Test

Objective. Finalize representation, run a quiet market test, and refine the CIM based on early signals.

Action 1: Finalize broker or banker selection

If you have not signed an engagement letter yet, do it now. Three signals to look for: relevant sector experience with closed deals in the last 24 months, a real buyer list that overlaps with yours, and a fee structure that aligns incentives. Typical lower middle market success fees run 3 to 8 percent on the first $5M of value with a declining staircase above. Push back on retainer-heavy structures.

Compare options using our best business broker directory. For sellers below $2M EBITDA, a regional business broker may be the right fit. Above $2M EBITDA, an investment banker or boutique M&A firm typically clears more value through a structured process.

Action 2: Run a quiet market test

Before broad outreach, your banker should call 8 to 12 of the most likely buyers and gauge appetite without revealing identity. The market test surfaces: which buyer archetypes are most interested, which valuation range is realistic, which deal structures (cash, rollover, earnout) buyers expect. The intel feeds back into the CIM positioning.

Action 3: Refine the CIM

Based on the market test, update the CIM. Common refinements: leading with a different growth angle, restating customer concentration with cohort retention, adding a margin expansion thesis, or repositioning the founder transition story.

Action 4: Pre-negotiate working capital peg and earnout structures

The two most contested closing items are the working capital peg and the earnout. Discuss preferences with your banker and attorney now, not in week 14 under LOI pressure. A working capital peg set to a trailing 12-month average is standard. Earnouts above 20 percent of total consideration tend to underperform, so know your floor on the cash-at-close percentage before you receive the first IOI (Indication of Interest).

Tools and services this phase. An M&A attorney for the engagement letter review, the banker’s market test contacts, and a fresh round of CIM edits in Google Docs with tracked changes.

Weeks 11-12: Formal Launch of the 90-Day Sale Checklist

Objective. Distribute the teaser, gate the data room, and collect IOIs and LOIs on a disciplined timeline.

Action 1: Distribute the teaser to the full buyer list

The banker or broker sends the teaser to all 50 to 150 buyers in one batch, with a one-way NDA attached. Set a hard deadline of 10 to 14 days for NDA return. Expect 30 to 50 percent of recipients to request the CIM.

Action 2: Open the data room in stages

Once an NDA is signed and the CIM is delivered, grant tier-1 data room access (financials, customer overview at the segment level, market overview). Tier 2 (customer detail, contracts, IP) opens only after an IOI is received. Tier 3 (full contract assignability detail, employee information, supplier pricing) opens only at the LOI stage. Staged access protects you if the deal does not close.

Action 3: Collect Indications of Interest

Set an IOI deadline 21 to 28 days after CIM distribution. Each IOI should state: enterprise value range, deal structure preference (stock vs asset), financing source, expected diligence timeline, and any management rollover or earnout assumptions. Compare and rank. Invite the top 3 to 5 to management meetings.

Action 4: Management meetings and LOI stage

Run 90-minute video or in-person meetings with each shortlisted buyer. The founder, the COO or GM, and the CFO if you have one should be in the room. Buyers form their final price view in this meeting. After meetings, set an LOI deadline 14 to 21 days out. Pick one, negotiate exclusivity terms (60 to 90 days typical), and proceed to confirmatory diligence.

Tools and services this phase. The banker manages the buyer outreach calendar, the VDR platform handles staged access, your M&A attorney reviews each IOI and LOI, and a CRM (Pipedrive, HubSpot, or even a tracked Google Sheet) logs every buyer interaction.

Worked Example: HVAC Owner with $4M EBITDA Running the 90-Day Sale Checklist

Here is how the full sequence plays out for a real archetype. Owner: 52-year-old founder of a residential and light-commercial HVAC business in a mid-sized metro. Revenue $18M, EBITDA $4M, 62 employees, three vans plus a fleet of 14 service trucks. Customer mix: 70 percent residential service, 20 percent new construction GC accounts, 10 percent commercial maintenance contracts. Goal: close in 6 months, retain a 10 percent rollover stake, exit operations within 12 months of close.

Weeks 1-2 (HVAC)

Owner pulls 36 months of P&L by service line. Recast adds back $180,000 of owner comp above market, $24,000 of personal truck lease, $32,000 of family member payroll, and $48,000 of one-time roof repair on the headquarters building. Adjusted EBITDA recasts from a reported $3.7M to $4.0M. Owner commissions a sell-side QoE from a regional CPA firm for $45,000, six-week turnaround. The QoE confirms $4.0M and adds a working capital peg of $850,000. Customer concentration analysis shows one GC at 11 percent of revenue, two commercial accounts at 6 and 5 percent. No single residential customer above 0.5 percent. Strong concentration story.

Weeks 3-4 (HVAC)

Owner runs interviews with the service manager, install manager, office manager, lead estimator, and dispatcher. Three dependencies surface: only the owner prices commercial bids above $50,000, the lead estimator handles all GC relationships, and the office manager is the only person who knows the bank reconciliation process. Fixes: a pricing matrix template plus a Loom walkthrough for commercial bids, a GC relationship handoff document, and a written SOP for bank rec. Top 20 SOPs documented in Trainual. IP audit: company logo trademarked, but the customer database had been built in QuickBooks with no IP clause in the original developer’s contract from 2019. Owner gets retroactive IP assignment signed for $1,500.

Weeks 5-6 (HVAC)

Owner sets up a Firmex data room ($3,200 for 90 days) with 14 top-level folders. Contract assignability review identifies 4 of 8 commercial maintenance contracts with no-assignment clauses and 2 GC master service agreements with consent-required clauses. Corporate attorney drafts 6 consent-request scripts at $7,500 total. Owner runs face-to-face check-ins with all 5 GC accounts and the top 8 commercial accounts under the cover of a year-end review.

Weeks 7-8 (HVAC)

Teaser drafted: “Established residential and light-commercial HVAC business in growing Sunbelt metro, $18M revenue, $4M adjusted EBITDA, recurring service base of 14,000 households, owner willing to roll 10 percent and stay 12 months.” CIM hits 42 pages with full financials, route density maps, retention cohorts, and a 3-year projection tied to two named hires and a Phoenix metro expansion thesis. Buyer list built: 18 strategic HVAC consolidators (including the named platforms Wrench, Authority Brands, Apex Service Partners, and Redwood Services), 24 lower middle market PE firms with HVAC platforms, 14 search funders, and 6 family offices with service-sector mandates. Total 62 names.

Weeks 9-10 (HVAC)

Owner engages an investment banker on a 5 percent success fee with no retainer. Banker runs a quiet market test with 10 buyers. Signal: HVAC consolidators are paying 8.0x to 10.0x adjusted EBITDA for businesses above $3M EBITDA with strong residential mix; financial buyers indicate 7.0x to 8.5x. Owner refines CIM to lead with the residential recurring base and pushes the commercial concentration story behind a margin expansion thesis. Working capital peg confirmed at $850,000. Owner sets cash-at-close floor at 75 percent.

Weeks 11-12 (HVAC)

Teaser goes to 62 buyers. 41 sign the NDA. 24 receive the CIM. 14 days later: 11 IOIs ranging from $28M to $44M enterprise value. Top 4 invited to management meetings. After meetings, 4 LOIs land. Owner picks a strategic buyer at $38M enterprise value (9.5x adjusted EBITDA), 85 percent cash at close, 10 percent rollover into the buyer’s platform equity, 5 percent earnout tied to 12-month EBITDA. Exclusivity granted for 75 days. Deal closes 90 days later, 6 months and 2 weeks from the start of prep.

What the 90 days cost (HVAC)

• Sell-side QoE: $45,000
• Corporate attorney (contract triage plus engagement letter review): $14,000
• Trainual subscription (12 months): $1,800
• Firmex data room (90 days): $3,200
• USPTO trademark filing: $350
• IP assignment retro-fix: $1,500
• Banker retainer: $0 (success-fee only)
• Total prep spend: $65,850 against a $38M sale.

The same business sold to the first inbound caller 12 months earlier (no prep, no process) would have likely cleared $26M to $30M. The 90-day prep delivered roughly $8M to $12M of incremental value for $65,850 of spend. That is the ROI math on doing prep right. For a deeper dive on the pre-process value levers, see our guide to improving your business valuation before you sell.

FAQ: 90-Day Sale Checklist