A seller preparation checklist for a Canadian business sale covers the advisory team, corporate housekeeping, confidentiality planning and marketing materials a seller should have in place before going to market, distinct from the deeper financial statement clean-up covered separately.
Reviewed
This checklist covers what a seller should have organized before actively taking a Canadian small or medium business to market, beyond the financial statement clean-up covered in Deavo’s sale-ready financials checklist. Buyers and their advisors read early disorganization as a signal, so the work done before the first listing goes up shapes how the rest of the process goes.
Build the advisory team early
Engage a lawyer and an accountant before you start marketing the business, not after an offer arrivesStructuring decisions made without advisors — how the deal is priced, what gets disclosed, whether to use a broker — are far more expensive to unwind after a buyer is already at the table.
Decide whether to list with a business broker and, if so, review the listing agreement terms carefullyA red flag is a listing agreement with an unusually long exclusivity period or unclear conditions for how commission is earned.
Get an informal sense of value from a qualified advisor before setting an asking expectationPricing a business based on a rumour about what a similar one sold for, without a proper look at your own numbers, is one of the most common reasons a listing sits unsold.
Get the corporate and legal record in order
Confirm the corporation is in good standing and the minute book is complete and up to dateA buyer’s lawyer will ask for this early, and scrambling to fix years of missed resolutions after an offer is signed slows everything down.
Pull together copies of material contracts and check them for consent-to-assign requirementsKnowing in advance which supplier or customer contracts need a third party’s consent lets a seller start those conversations before a deal timeline is pressuring everyone.
Confirm who legally owns the business name, domain name and any trademarksIt is surprisingly common for these to be registered to the owner personally rather than to the corporation, which needs fixing before a clean sale can close.
Plan for confidentiality
Decide who inside the business, if anyone, needs to know before a deal is signedStaff who learn about a sale from a rumour, rather than from the owner, tend to react far more anxiously than staff who were told deliberately and on the owner’s terms.
Have a prepared response ready for if word gets out before the deal is signedA vague or panicked answer to a direct question from an employee or a key customer does more damage than a short, honest, prepared one.
Require a signed non-disclosure agreement before sharing detailed financial or customer information with any prospective buyerScreening buyers before they see sensitive information protects both confidentiality and the seller’s negotiating position.
Prepare the materials a serious buyer will expect
Put together a clear summary of the business — history, operations, staff structure and reason for sellingA vague or evasive answer about why the business is for sale is one of the first things a serious buyer’s advisor will probe.
Document key processes and vendor relationships that currently live only in the owner’s headA business a buyer cannot picture running without the current owner personally involved is a harder, and usually less valuable, sale.
Set a realistic expectation for how long the sale process typically takes and plan personal timing accordinglyOwners who assume a sale will close in a matter of weeks are often the ones most frustrated by a process that, for good reasons, takes considerably longer.
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.