Most founders prepare for a sale the way they prepare for a board meeting: a strong deck, a confident narrative, a clean summary P&L. Buyers do not buy the summary. They buy what survives diligence. This checklist covers the 29 items that decide whether your headline number holds — organized into the seven areas where, in our practice at Fiducia Adamantina, founder-led deals most often gain or lose value.
Work through it 12–24 months before you intend to sell. Every unchecked box is either a price chip for the buyer or a fix you can make quietly now.
1. Normalized financials and earnings quality
- Three years of financials prepared on a consistent basis, reconcilable to bank statements.
- Earnings normalized: owner salary at market rate, one-off items stripped, personal expenses out of the business.
- Related-party transactions (rent, services, loans) documented and at arm’s-length terms.
- Revenue recognition defensible — no pulled-forward billings, no channel stuffing before the process.
- You know your normalized EBITDA (or SDE, if owner-run) and can explain every adjustment in one sentence.
2. Transferability and owner-independence
- The business runs for 30 days without you: someone else can sell, deliver, and bank.
- Key customer relationships are held by the company, not your personal phone.
- A second layer of management exists, is documented, and is incentivized to stay through a transition.
- Processes that matter (sales, delivery, pricing) are written down, not tribal knowledge.
3. Clean title and corporate hygiene
- The cap table matches the legal register exactly — every holder, every percentage, every document.
- No verbal equity promises, unsigned option grants, or departed co-founders with unresolved stakes.
- All entities in the structure mapped, current on filings, and actually necessary.
- Licences match the activity the business actually performs, in every jurisdiction it operates.
4. No skeletons
- Tax filings current and consistent with the financials a buyer will see.
- No undisclosed liabilities: guarantees, pending claims, employee disputes, regulator correspondence.
- Any past litigation or settlement documented, closed, and disclosable without surprise.
- Employment contracts, end-of-service liabilities, and visa obligations quantified.
5. Valuation anchored to comparables
- You know your sector’s realistic SME multiple range and which earnings basis it applies to.
- Your expectation sits inside that range — and you know which factors place you at the top or bottom of it.
- You can articulate the bridge from enterprise value to your actual proceeds (debt, working capital, fees).
- You have stress-tested the number against a real offer scenario, not just a spreadsheet.
6. The equity story for the buyer
- You can name your three most likely buyer types and what each would pay for.
- The growth story works without you in it.
- Customer concentration is below the level that scares your most likely buyer — or you can explain why it shouldn’t.
- There is a reason to buy now: a market shift, a capability gap, a consolidation play — not just your readiness to sell.
7. Data room and process readiness
- A live data room exists — even a basic one — with financials, contracts, corporate documents, and IP in order.
- Material contracts reviewed for change-of-control and assignment clauses.
- You know who on your team is told what, and when, if a process starts.
- You have decided, in advance, what a good outcome looks like: price, structure, your role afterwards.
Where you stand. If more than a handful of these are unchecked, you are not unsellable — you are early. The fixes are nearly all cheaper and quieter now than they will be inside a live process, where every gap becomes a negotiating lever for the other side.
For a scored view of the same ground, take the Exit Readiness Scorecard — it flags the deal-blockers buyers weight most heavily. And when a sale is a live question rather than a someday question, book a strategy session: Fiducia Adamantina advises founder-led companies on both sides of that decision, including whether raising — with the Investor Readiness Sprint as the entry point — beats selling at all.