Most business owners have never sold a company before. You've spent years — maybe decades — building something, and now you're trying to figure out the steps to selling a small business without a roadmap. The good news: the process isn't as complicated as it might seem from the outside. But knowing what to expect when selling your business makes the difference between a smooth transaction and a stressful one.
Here's how the process actually works, from the first serious thought to the day the deal closes.
Getting Your House in Order
Before you talk to a single buyer, broker, or advisor, the work starts with you. Preparation is the most overlooked phase of selling a business — and the one that has the biggest impact on your outcome.
Start with your financials. Buyers are going to look at your last three years of tax returns, your profit and loss statements, and your balance sheet. If your books are messy — personal expenses running through the business, inconsistent record-keeping, cash transactions that never hit the ledger — that's going to create problems. Clean it up now, not after a buyer starts asking questions.
Next, get a handle on your EBITDA. That's the number most buyers use to value a business. It stands for Earnings Before Interest, Taxes, Depreciation, and Amortization — essentially, the cash your business generates from operations. If you're not sure what yours is or what a good EBITDA margin looks like, that's worth figuring out early.
Then ask yourself an honest question: can this business run without you? If you're the one answering every call, approving every job, and managing every relationship, a buyer is going to see risk. Start delegating now. Build the systems and the team that allow the business to operate independently. This doesn't happen overnight — for most businesses, preparation takes three to six months.
Finding the Right Buyer
Not all buyers are the same, and the differences matter more than most sellers realize.
Strategic buyers are companies in your industry that want to expand — maybe a competitor, maybe a company in a related trade looking to add your service line. Private equity firms buy businesses as investments, often rolling several companies together. Individual operators are people who want to own and run a business themselves.
Each type brings different priorities. A strategic buyer might pay more but could plan to merge your operations into theirs. A private equity firm might keep things running but could have a shorter time horizon. An individual operator might be the closest thing to a successor — someone who wants to build on what you started.
Price matters. But so does cultural fit, financing certainty, and what the buyer plans to do with your business and your people. A business broker can help you evaluate options, or you can talk to buyers directly. Either path works — it depends on your situation.
Due Diligence and Negotiation
Once you've identified a serious buyer and agreed on general terms, due diligence begins. This is the phase where the buyer verifies everything about your business.
Expect a thorough review: financial records, tax returns, customer contracts, vendor agreements, employee information, legal liabilities, equipment condition, lease terms. If it's material to the business, it's getting examined.
This phase typically takes 60 to 90 days. It can feel invasive, but it's normal. The best thing you can do is have your documents organized and your answers ready. Surprises during due diligence kill deals.
During this phase, you'll also negotiate the final deal structure. This is where things like seller financing come into play — most small business acquisitions involve the seller carrying a note for part of the purchase price. Deal structure matters as much as the headline price. A $4 million deal with clean terms is often better than a $4.5 million deal loaded with contingencies.
How Long Does It Take to Sell a Business?
The honest answer: six to twelve months from the time you're serious about selling to the day the deal closes. Some move faster. Some take longer.
Here's what affects the timeline. Business size and complexity — a straightforward service business with clean books can move quickly. How prepared you are — if your financials are already organized and your team can operate without you, that shaves months off the process. The type of financing involved — SBA loans, for example, add steps that a cash buyer wouldn't need. And whether the buyer and seller can agree on terms without extended back-and-forth.
Don't let anyone tell you a deal will close in 30 days. It's technically possible, but rare. Setting realistic expectations upfront means fewer surprises and less frustration along the way. If you want a detailed selling a business checklist, the preparation phase alone has a dozen items that most owners don't think about until it's too late.
Closing and Transition
Closing day itself is mostly paperwork. You'll sign the purchase agreement, transfer documents, and whatever else the attorneys have prepared. If financing is involved, the lender will have their own requirements. Your attorney and the buyer's attorney handle most of the mechanics.
What surprises most owners is what comes after closing: the transition period. In most deals, the seller stays on for three to six months to help the new owner get up to speed. You'll introduce them to key customers, walk them through your systems, and make sure the handoff is smooth.
This is also when your employees find out — and it matters how you handle it. The people who helped you build this business deserve a clear, honest conversation about what's changing and what isn't. If protecting your team is important to you, that conversation starts long before closing day, when you're choosing which buyer to sell to in the first place.
Emotionally, the transition is more complex than most sellers expect. You've been running this business for years. Handing it to someone else takes trust — in the buyer, in your team, and in your own decision. That's normal. It doesn't mean you made the wrong call.
If you're starting to think about selling, the first step is a conversation — not a commitment. We're happy to talk through where your business stands and what our process looks like. No pressure, no pitch. Just a straightforward discussion about your business and your goals. Reach out anytime.