Score yourself honestly — check only the items you genuinely have in place today, not the ones you plan to fix once a buyer appears. The twelve below cluster into four dimensions acquirers price separately. A gap doesn’t just lower the offer; it re-trades the deal after the letter of intent.
I. Earnings quality & financial credibility
1. Clean, reviewed financials — three years. Accrual-basis accounts that reconcile to your tax filings and bank statements. Serious buyers fund a quality-of-earnings review; surprises there reset the price or end the deal.
2. Normalized EBITDA with defensible add-backs. Owner salary, one-off costs, and personal expenses separated out — each add-back documented. Aggressive or unsupported add-backs are the fastest way to lose a buyer’s trust.
3. Revenue quality & customer concentration. Recurring versus one-off revenue, retention, and how much sits with your largest accounts. One client at 30%+ of revenue is a valuation discount and a diligence flag, not a strength.
II. Transferability & owner-dependence
4. The business runs without you. If revenue, key relationships, or daily decisions depend on the owner, the buyer is purchasing a job, not an asset. Management depth lifts both the multiple and the odds of closing.
5. Documented systems & processes. SOPs, an org chart, and systems a new owner can step into. Knowledge that lives only in the founder’s head is risk — and the buyer prices risk down.
6. Transferable contracts & relationships. Customer, supplier, and key-staff agreements that survive a change of control. Assignment and change-of-control clauses decide whether your revenue actually transfers with the sale.
III. Clean title & legal hygiene
7. Clean cap table & undisputed ownership. Clear shareholding, no loose verbal equity promises, no co-founder or inheritance dispute in the background. Ambiguous ownership stops a sale before diligence even begins.
8. Corporate housekeeping & licenses. Current licenses (mainland or free-zone), board minutes, leases in order, and IP assigned to the company — not to you personally. Diligence surfaces every gap you left open.
9. No skeletons: tax, litigation, liabilities. Tax filings current, no undisclosed disputes, off-balance-sheet liabilities mapped. Anything hidden here re-trades the deal at the worst possible moment — just before signing.
IV. Deal readiness & positioning
10. A valuation anchored to real comparables. A defensible number built from sector multiples and your actual earnings — not the figure you need for whatever comes next. Mispriced expectations burn months and scare off serious buyers.
11. The equity story for the buyer. Why the business is worth more to this acquirer than to you: growth levers, synergies, the strategic angle. Sellers who only show the past leave the premium on the table.
12. Data room & process ready. Documents organized before you go to market, and an advisor running a structured process. Buyers move faster — and bid higher — against credible competitive tension.
Score yourself: 0–6 — not yet sale-ready · 7–9 — ready, with cleanup · 10–12 — take it to market.