For most founders, selling your business is the most significant financial event of your life. It’s the culmination of years of hard work, risk, and dedication. But a successful exit doesn't just happen; it's the result of careful, deliberate preparation.
Too many business owners in Ontario and across Canada start thinking about the sale process only when they're ready to leave, forcing them to accept a lower valuation and endure a stressful, chaotic process.
The key to maximizing your company's value and ensuring a smooth transition is to treat the sale as your final, most important project. This 12-month checklist provides a roadmap to get your business "sale-ready" and put you in the strongest possible negotiating position.
Phase 1: Months 12-9 Before Sale – The Strategic Foundation
This is the time for high-level planning and assembling your expert team.
Assemble Your A-Team: You cannot do this alone. Engage a team of trusted advisors, including a lawyer specializing in M&A, a tax accountant, and an M&A advisor or Fractional CFO. This team will guide you through every step of the complex process.
Clarify Your Personal Goals: What does a successful exit look like for you? Determine your financial "walk-away" number, consider your post-sale role (if any), and think about the legacy you want to leave.
Get a Preliminary Business Valuation: You need to know your starting point. A professional valuation will give you a realistic idea of your company's current worth and highlight key areas for improvement that can increase its value.
Identify and Address Obvious Red Flags: Every business has weaknesses. Be honest about yours. Do you rely on one customer for 50% of your revenue? Is there pending litigation? Are you missing key supplier contracts? Address these major issues now before they surprise a potential buyer.
Phase 2: Months 8-5 Before Sale – Operational & Financial Cleanup
This phase is about getting your house in order and making your business as attractive as possible.
Deep Clean Your Financials: This is non-negotiable.
Gather at least three years of clean, professionally prepared financial statements (audited or reviewed statements are best).
Work with your Fractional CFO to "normalize" your earnings. This means identifying and removing personal or one-off expenses (like a family car lease or a one-time major repair) to show the true, recurring profitability (EBITDA) of the business. This is a primary driver of valuation.
Clean up your balance sheet: chase old accounts receivable, write off obsolete inventory, and ensure all liabilities are accurately recorded.
Document Everything (Create an "Owner's Manual"): A business that depends entirely on its owner is difficult to sell.
Document all key operational processes and workflows.
Update organizational charts and create clear job descriptions for key employees.
Ensure all customer and supplier contracts are in writing, signed, and organized.
Organize All Legal & Corporate Documents: Review your corporate minute book, leases, intellectual property registrations, and employee agreements, ensure you are compliant with all provincial regulations.
Phase 3: Months 4-2 Before Sale – Enhancing Value & Preparing for Scrutiny
Now you shift from cleaning up the past to actively boosting future value.
Focus on Value Drivers: Take concrete steps to make your business more appealing. Can you convert one-time projects into recurring revenue contracts? Can you sign key employees to retention agreements? Can you lock in major customers with long-term agreements?
Prepare for Due Diligence: The buyer will scrutinize every aspect of your business. Get ahead of it.
Set up a virtual data room (VDR).
Begin gathering and uploading all the documents a buyer will request: financial statements, tax returns (federal and provincial), sales data, customer lists, employee files, material contracts, and more. A well-organized data room signals a professional operation and builds immense buyer confidence.
Phase 4: The Final Month – Go-to-Market Readiness
The final sprint before your business is officially on the market.
Finalize Financials & Projections: Close the books on the most recent month/quarter and work with your advisor to build a defensible set of financial projections for the next 3-5 years.
Prepare Marketing Materials: Your M&A advisor will draft the key marketing documents, primarily the Confidential Information Memorandum (CIM). This is the professional "prospectus" for your business.
Identify and Vet Potential Buyers: Your advisor will create a curated list of potential strategic (competitors, suppliers) and financial (private equity) buyers to approach.
Mentally Prepare: The sale process is a marathon, not a sprint. Prepare for an intense period of meetings, negotiations, and emotions. Trust the team you've assembled.
Selling your business is your opportunity to realize the value of your life's work. This preparation is the single most important investment you can make in that outcome.
Thinking about your exit is the first step. Preparing for it is the most important one. If you're a business owner considering a sale in the next few years, contact us for a confidential consultation to build your readiness roadmap.