Preparing your business for an exit

By the time a buyer finds a problem, the problem costs more than it would have to fix. It arrives as a price adjustment, an escrow, an indemnity, or a delay that lets the buyer reconsider. Exit preparation is simply moving that discovery forward to a point where you still control the response.

Twelve months out: fix the record

• Find executed copies of every material contract. Unsigned agreements are the single most common diligence problem.
• Confirm intellectual property is owned by the company, not by a founder personally or by a former contractor.
• Reconcile management accounts to statutory financials, and be able to explain every adjustment.
• Review leases for assignment, option and make-good terms, and note anything expiring inside the deal window.
• Update employment agreements, particularly for key personnel whose retention the buyer will care about.
• Resolve related party loans and informal arrangements that will need unwinding anyway.

Six months out: build the room quietly

Open a data room privately and start loading. In Linkro that is free with 10 GB of capacity while the room remains private, so there is no reason to wait for a mandate before you begin.

Structure it by discipline, mirroring how buyers ask. As you load, keep a gap list with owners and dates, and work it down. The gap list is the actual preparation project; the uploading is incidental.

Three months out: pressure test it

Hand the room to your adviser or lawyer and ask them to review it as a buyer would. They will find the missing schedule, the contract that references an annexure nobody can locate, and the customer concentration you had stopped noticing.

Decide your disclosure staging now: what opens in round one, and what waits for a shortlist. Customer-level pricing, key employee details and full technology documentation are usually later-round material.

During the process: manage evidence, not just questions

Answer each Q&A question once, publish consistently to every party entitled to it, and let the platform keep the record. Inconsistent answers to competing bidders create warranty exposure that outlives the deal.

Watch engagement. A bidder who has not opened the material contracts folder is not close, whatever the emails say. A bidder re-reading one document has found something, and you want to know what before they raise it in negotiation.

After completion

Export the full audit trail for the closing file and archive the room. The disclosure record is what you will need if a claim surfaces in year two, and it is far easier to keep now than to reconstruct later.

A well-prepared room does not just speed up diligence. It signals that the business is well run, which is the cheapest credibility you will ever buy.