What information do I share with a buyer, and when?
Most sellers release information in stages: a blind teaser with no identifying detail first, general information and a confidential memorandum after a signed non-disclosure agreement, financial detail once there is a letter of intent, and full access to the data room only during due diligence, with the most sensitive material held back until it is genuinely needed.
Deciding what a buyer sees, and when, is one of the more deliberate parts of running a sale, not something that happens automatically. Controlling the pace protects the business while still giving genuine buyers what they need to make a decision.
Stage one: a teaser with no identifying detail
The first thing a prospective buyer sees is usually a short summary describing the industry, size, location and general financial profile of the business without naming it or including anything that would let someone recognize it. This is what gets shared before anyone has agreed to anything.
Stage two: general detail after a signed NDA
Once a buyer signs a non-disclosure agreement, they typically get a fuller confidential information memorandum describing operations, customers in general terms, and summary financial performance, still without the level of detail that would let them run the business themselves.
Stage three: real financial detail after an LOI
Detailed financial statements, tax returns and specifics like a customer breakdown usually wait until a buyer has demonstrated serious intent, often through a signed letter of intent, since this is the level of detail that could genuinely harm the business if it reached a competitor.
Stage four: full access during due diligence
A complete data room, with contracts, corporate records, employee information and everything else a buyer’s lawyer and accountant need, opens up once due diligence formally begins, usually organized so you can see exactly what has been accessed and by whom.
What to hold back even from a serious buyer
Detailed personal information about individual employees, ongoing negotiations with other prospective buyers, and anything genuinely proprietary should stay limited to what is actually necessary, even late in the process, and personal information should be handled with privacy law in mind, not shared just because a buyer asks.
Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Office of the Privacy Commissioner of CanadaGovernmentThe Personal Information Protection and Electronic Documents Act (PIPEDA)
- 02Treadstone LawLegal commentaryKeeping a Business Sale Confidential in Ontario
- 03Treadstone LawLegal commentaryDisclosure Schedules in an Ontario Business Sale Agreement
- 04Canada Revenue AgencyGovernmentSelling a business
Deavo is an advertising and listings platform, not a brokerage, law firm or valuation firm. This page is general information, not legal, tax, accounting or valuation advice, and rules differ by province. Confirm anything you rely on with a qualified professional before you act on it.