Business Sale Legal Readiness Checklist
Preparing your business for sale means cleaning up corporate records, ownership, contracts, employment, IP, permits, and litigation risk before a buyer's diligence team arrives. Getting ahead protects credibility and reduces retrading - the price cuts buyers demand when diligence turns up problems. Use the checklist below as a starting point, then talk to us about your specific gaps.
Corporate & Ownership Records
Confirm your entity is in good standing, your cap table is accurate, and ownership is documented. Locate your operating agreement or bylaws, share/unit ledgers, board and member consents, and any option or equity grants. Gaps here often delay diligence - and counsel can flag them early.
Contracts & Commercial Agreements
Inventory customer, vendor, and partner agreements. Flag change-of-control and assignment provisions, auto-renewals, exclusivity, and any contracts missing signatures. Buyers want to know which revenue and obligations transfer cleanly.
Employment & Contractor Matters
Confirm employee classifications, offer letters, confidentiality and IP-assignment agreements, and any restrictive covenants. Verify that contractors have assigned their work product to the company.
Intellectual Property Ownership
Make sure the company - not a founder or contractor - owns its trademarks, software, and other IP, with proper assignments on file. IP ownership gaps can cut value or stall a deal.
Litigation, Permits & Compliance
Disclose and resolve pending disputes where you can. Confirm licenses and permits are current. Organize compliance files. Surprises here drive retrading hardest.
Diligence Data Room
Counsel helps you assemble the financial and legal materials a buyer will request into an organized data room before you go to market. Readiness signals a well-run company and shortens the path to close.
Get the Sale Readiness Checklist + a Review
A practical starting point - then talk to counsel about your specific situation.
Frequently Asked Questions
Work through the six areas above: corporate and ownership records, commercial contracts, employment and contractor files, IP assignments, permits and disputes, and an organized data room. Cleaning these up before diligence improves credibility and reduces retrading.
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