The Million Dollar Business Exit Guide: Part 1
How to Prepare Your Business for Sale
Selling a business isn’t something you do overnight—especially if you want to maximize its value. Whether you're aiming to sell within a year or you're just beginning to plan your future exit, preparation is key. At Breakwater M&A, we've guided dozens of $2M–$20M revenue businesses to successful exits. Here's how to lay the groundwork.
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1. Financial Health: Clean Up Your Numbers
Buyers don’t trust messy books.
Start by ensuring your profit-and-loss statements, tax returns, and balance sheets are accurate and up to date. Professional, accountant-prepared financials inspire confidence and give buyers fewer reasons to negotiate down your price.
Get a Quality of Earnings (QoE) 🔍
A third-party Quality of Earnings report can make or break your deal. It uncovers the real earning power of your business and gives buyers reassurance. Smart sellers complete a QoE before listing to speed up due diligence and strengthen their negotiating power.
2. Operational Efficiency: Build a Business That Runs Without You
Buyers pay more for independence.
If your business depends heavily on you, it’s not sellable—it’s a job. Create Standard Operating Procedures (SOPs) for core functions and train your team to operate autonomously.
Automate recurring tasks
Assign client relationships to senior team members
Empower managers to lead independently
The less your business needs you, the more it’s worth.
3. Identify Value Drivers: Showcase What Makes You Special
Think like an investor. What would make you pay a premium?
Loyal, repeat customers
High-margin or recurring revenue streams
Proprietary tech or IP
Untapped growth opportunities
Ask yourself: “If I were 10 years younger, what growth opportunities would I pursue?” Then, document them. Buyers love seeing a clear path to scale.
4. Mitigate Risk: Lower the Buyer’s Fear Factor
Buyers are risk-averse. Their number one fear? That the business will collapse after they buy it. Your job is to address legal, financial, HR, and operational risks before going to market.
Legal Risks ✅
Incorporate your business if you haven’t already
Formalize contracts with employees, suppliers, and customers
Resolve outstanding legal disputes
Update your corporate records
Financial Risks 💸
Reduce customer concentration (no single client should account for more than 25% of revenue)
Eliminate hidden debts
Prepare for buyer due diligence with clean financials
HR Risks 🧑🤝🧑
Lock in key employees with multi-year contracts
Resolve any outstanding complaints
Create a clean, professional employee handbook and org chart
Operational Risks 🏗️
Modernize outdated systems and tech
Fix broken equipment or facility issues
Document all workflows with SOPs
6. Final Prep Tips to Maximize Value Before You Sell
Incorporate now: It’s essential for both legal protection and tax efficiency.
Fix the obvious stuff: Broken tech, outdated processes, and even bad Google reviews hurt your value.
Modernize marketing: Don’t pitch “growth potential”—prove it. Start investing in digital marketing now.
Secure long-term contracts: Lock in key customers and suppliers with multi-year deals. This reduces perceived risk and guarantees income stability.
Summary: Buyer Risk Matrix
Below are the 4 buckets of ‘Risks’ that a buyer will want you to address before you put your business up for sale.
Your Exit Starts Now—Not When You List
Preparing your business for sale isn’t just smart—it’s profitable. By focusing on financial clarity, operational independence, and risk reduction, you're not just making your business sellable—you’re turning it into a million-dollar asset.
Ready to see where you stand? Book a confidential valuation with Breakwater M&A and get personalized insights on how to maximize your exit.
Book your call with our team HERE
Read Part 2: What Drives Business Valuation Before a Sale?
Read Part 2 of the Million Dollar Business Exit Guide HERE
FAQs: Pre‑Exit Preparation Explained
What should I do first to prepare for sale?
Start early. Clean your financials, document SOPs, reduce owner dependence, and identify value drivers.
Do I need a Quality of Earnings (QoE)?
If buyers or lenders will require it, commissioning QoE pre‑market speeds diligence and supports valuation.
How can I reduce perceived risk before listing?
Tighten legal records and contracts, diversify customers, fix equipment and facility issues, and modernize systems.
What documents belong in my data room?
Financials and QoE, corporate records, key contracts and employment agreements, SOPs, customer and supplier summaries, and marketing performance evidence.
How far in advance should I begin?
Ideally 12–24 months before going to market so improvements show up in trailing results and diligence.
How do SOPs and delegation affect value?
They prove the business can operate without the owner, lowering risk and improving transferability.
What counts as strong value drivers?
Recurring revenue, loyal customers, defensible margins, proprietary tech or know‑how, and validated growth initiatives.
What quick wins increase deal certainty?
Resolve contract disputes, lock multi‑year customer and supplier agreements, and clear liabilities before buyer review.
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