Preparing a business for sale: a practical checklist

Define the preferred sale date, minimum personal requirements, desired role after closing and priorities for employees, family, premises and brand. Consider whether the likely solution is a family succession, management buyout, external sale or partial transfer. The business and personal timetable may differ because pension, tax, health or family decisions can require earlier planning. Agree who has authority to negotiate and which advisers are needed. Clear objectives help distinguish matters that are negotiable from those that would make a proposed transaction unsuitable.

• write down timing, proceeds and post-sale involvement
• compare internal, family and external succession options
• identify decision-makers and professional advice required

Reconcile annual accounts, tax filings and current management information, then document unusual items, owner compensation and private expenses. Prepare monthly or quarterly trading where recent performance differs from the last financial year. Review receivables, stock, debt, cash, leases and investment needs so buyers can understand cash generation rather than only accounting profit. Avoid last-minute cosmetic changes that cannot be sustained. A transparent bridge from reported to normalised earnings is more credible than an unexplained adjusted result designed solely to support the highest possible price.

• reconcile historic accounts with current trading
• support every normalisation with a clear explanation
• prepare working-capital, debt and investment schedules

Create a register of customer and supplier agreements, leases, employment terms, permits, insurance, intellectual property, financing and disputes. Confirm who owns trademarks, domains, code, equipment and other assets used by the business. Identify assignment, termination and change-of-control provisions before a buyer does. Personal data in employee and customer documents should be handled proportionately under Swiss data-protection requirements. Missing signatures, expired licences and informal related-party arrangements are often easier to resolve before negotiations than during a time-limited due-diligence process.

• index material contracts and their transfer requirements
• verify title to assets and intellectual property
• resolve or disclose compliance and documentation gaps

Map the decisions, customer relationships, pricing knowledge, passwords and technical tasks that rely on the owner. Transfer repeatable work into documented processes and give appropriate employees clear responsibilities without announcing a sale prematurely. Important relationships can be supported with account notes, contract records and a planned introduction sequence. The objective is not to remove the owner overnight but to show how continuity can be achieved. A business that operates only through undocumented personal knowledge is harder to finance and requires a more intensive transition.

• list owner-dependent relationships, approvals and knowledge
• document critical workflows, access and decision rights
• design training and introductions for the transition

Develop a realistic valuation range using maintainable performance, assets, risk and market evidence, then separate it from the asking price and payment structure. Prepare an anonymous profile, a confidential information package and a due-diligence index. Each serves a different purpose and audience. Decide who can receive which material, under what confidentiality terms and through which channel. Consistent figures and language across the listing, memorandum and data room reduce confusion. Buyers should discover greater detail as they progress, not a different story at each stage.

• document valuation assumptions and price perimeter
• build public, confidential and verification materials
• set recipient checks, NDA rules and disclosure controls

Outline what must transfer during the weeks before and after closing: authority, systems, bank and platform access, customers, suppliers, staff, projects, compliance calendars and operating knowledge. State how long the seller can support the buyer, in what capacity and with which boundaries. Identify consents and communications that can occur only at a particular stage. A practical plan helps both sides assess whether the proposed timetable is credible and allows the contract to define support precisely instead of relying on a vague promise that the former owner will remain available.

• create a dated knowledge and relationship transfer plan
• define seller support, availability and decision boundaries
• coordinate consents and stakeholder communications

Prioritise matters that affect trust, transferability or cash flow: inconsistent accounts, unsigned material contracts, unclear asset ownership, expired permits, unresolved tax or employment issues and undocumented owner dependence. Not every weakness must be eliminated. Issues that cannot be fixed should be measured, explained and included in valuation or the transition plan. Hiding them usually creates a larger problem when due diligence discovers the inconsistency under time pressure.

Sustainable improvements are valuable, but cutting necessary maintenance, staff, marketing or working capital merely to increase short-term profit can damage the company and mislead buyers. Preparation should improve operations and make normalisations transparent. Buyers will compare multiple periods and assess whether spending has been postponed. A lower but maintainable earnings figure with reliable evidence is often more financeable than a temporary peak that requires immediate corrective investment after closing.

Timing depends on transaction stage, legal duties, employee roles and the risk of disruption. Key people may need to support preparation or due diligence, but broad disclosure before a credible path exists can create uncertainty. The owner should plan who communicates what, when and with which support, while obtaining advice on any information or consultation obligations. Employees should not learn material news accidentally from customers, public listings or rumours when a controlled communication has become appropriate.

Early materials can use concentration tables, sectors, contract types and anonymised customer identifiers. Named lists and personal data should be released only when necessary, proportionate and securely controlled. Record the purpose, recipient and access, apply redaction where possible and respect contractual confidentiality as well as data-protection duties. The buyer can often assess commercial risk before receiving identifiable records; full detail may be reserved for a restricted later stage or specialist review.

No. Market demand, sustainable earnings, risk, financing and buyer alternatives still determine price. Preparation improves the quality of evidence, reduces avoidable uncertainty and makes the transaction easier to execute. That can protect value and reduce late renegotiation, but it cannot turn a weak business into a strong one or guarantee competition. The most reliable benefit is a better-informed process with clearer choices for both seller and buyer.

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• SECO: Due diligence
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