Steps to Selling a Small Business Explained in New “How to Sell a Small Business Guide”
Austin, TX – September 28, 2026 – IRAEmpire has published a new business selling guide for US consumers.
According to Michael Hunt, Senior Writer at IRAEmpire, “Selling a small business in the US typically involves preparing the company, obtaining a realistic valuation, assembling an advisory team, choosing a sale structure, finding qualified buyers, negotiating a letter of intent, completing due diligence, signing the purchase agreement, and transferring ownership. “
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Owners should ideally begin preparing 12 to 24 months before the intended sale. Early preparation can improve the company’s value, reduce closing delays, and prevent tax or legal surprises.
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Step 1: Define Your Reasons for Selling
Begin by deciding why you want to sell and what you need from the transaction.
Common reasons include:
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Retirement
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Health concerns
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Partner disagreements
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Relocation
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Burnout
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Family succession
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A desire to pursue another business
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Changes in the industry
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An unsolicited acquisition offer
Your goals will influence the type of buyer, transaction structure, timeline, and level of involvement you maintain after closing.
Consider the following questions:
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When do I want to leave?
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How much money do I need after taxes?
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Am I willing to finance part of the purchase?
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Will I remain during a transition period?
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Do I want to protect current employees?
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Would I sell to a competitor?
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Is keeping the company’s name important?
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Am I open to an earnout?
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Do I want to sell the complete company or only part of it?
Clear goals make it easier for advisers to design an appropriate sale strategy.
View the Best Business Brokers to Sell Your Business List
Step 2: Decide Whether the Business Is Ready to Sell
Wanting to sell does not necessarily mean the company is ready for buyers.
A sale-ready business usually has:
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Reliable financial records
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Stable or growing earnings
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Documented operating procedures
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A trained workforce
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Transferable customer relationships
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Limited dependence on the owner
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Current licenses and permits
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Organized contracts
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Clean corporate records
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No major unresolved disputes
Step 3: Assemble a Sale Advisory Team
Selling a business involves financial, tax, legal, and operational decisions. Most owners benefit from a team that may include:
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Business broker or M&A adviser
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Transaction attorney
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CPA or tax adviser
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Business valuation professional
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Financial planner
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Estate-planning attorney
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Commercial real estate adviser
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Industry consultant
Each professional has a different role.
Step 4: Organize the Company’s Records
Buyers will expect detailed information. Begin organizing documents before marketing the business.
Prepare:
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Three to five years of tax returns
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Monthly profit-and-loss statements
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Balance sheets
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Cash-flow statements
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General ledger
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Accounts receivable aging
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Accounts payable aging
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Debt schedules
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Bank statements
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Payroll reports
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Employee information
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Customer contracts
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Supplier agreements
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Facility leases
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Equipment lists
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Inventory records
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Licenses and permits
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Insurance policies
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Corporate documents
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Intellectual-property records
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Litigation information
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Franchise agreements, if applicable
Step 5: Normalize the Financial Statements
Many small businesses pay expenses that would not continue under new ownership. A broker or valuation professional may adjust the financial statements to estimate normalized earnings.
Potential adjustments include:
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Owner compensation above or below market
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Personal expenses paid by the business
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One-time legal or consulting fees
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Nonrecurring repairs
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Family members paid above market rates
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Unusual charitable contributions
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Interest
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Depreciation
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Amortization
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Expenses related to discontinued operations
These adjustments are often called add-backs.
Step 6: Obtain a Realistic Business Valuation
Do not set the asking price based only on annual revenue, emotional attachment, or the amount you need for retirement.
A proper valuation may consider:
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Normalized earnings
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Future cash flow
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Assets and liabilities
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Industry risk
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Customer concentration
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Recurring revenue
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Growth trends
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Management strength
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Owner dependence
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Comparable transactions
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Market demand
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Working-capital needs
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Equipment requirements
Step 7: Improve the Business Before Going to Market
Once you know what reduces the company’s value, create an improvement plan.
Possible steps include:
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Reducing dependence on one customer
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Increasing recurring revenue
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Improving profit margins
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Renewing important contracts
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Strengthening management
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Delegating owner responsibilities
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Retaining key employees
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Updating licenses
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Resolving litigation
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Removing obsolete inventory
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Documenting operating procedures
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Improving online reputation
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Protecting intellectual property
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Separating personal and business expenses
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Replacing outdated equipment
Changes should be reflected in actual financial and operational results. Buyers are unlikely to pay for improvements that exist only in a forecast.
Continue running the business normally throughout the sale. A drop in revenue or profit during negotiations can cause buyers to reduce their offers or withdraw.
Step 8: Understand the Tax Consequences
The headline purchase price is not the same as the amount you will keep.
Taxes may depend on:
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Entity structure
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Asset or equity sale
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Purchase-price allocation
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Depreciation recapture
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Inventory
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Goodwill
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Real estate
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Seller financing
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Earnout payments
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State of residence
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Closing date
The IRS generally treats the lump-sum sale of a trade or business as the sale of separate assets. The consideration must be allocated among those assets under the applicable rules.
When a qualifying group of business assets is sold, both the buyer and seller may be required to report the allocation using Form 8594.
Obtain individualized tax advice before signing a letter of intent.
Step 9: Decide Whether to Hire a Business Broker
An owner can sell without a broker, but the process requires substantial time and experience.
A qualified business broker can help with:
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Valuation
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Sale preparation
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Confidential marketing
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Buyer outreach
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Buyer screening
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Negotiations
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Due diligence
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Lender coordination
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Closing management
The International Business Brokers Association describes a broker’s role as maintaining communication, providing information, coordinating negotiations, and assisting the parties through closing.
Review the engagement agreement with an attorney. Pay attention to exclusivity, commissions, retainers, minimum fees, termination rights, and post-termination fee provisions.
View the Best Business Brokers to Sell Your Business List
Work with your CPA to report the transaction correctly. Do not assume the buyer, broker, or closing attorney will handle every seller filing.
A qualified business broker can manage the sale process, but the owner should also involve an experienced transaction attorney and tax professional. Together, the right advisory team can help turn years of work into a properly planned and completed exit.
This guide is for general educational purposes and does not constitute legal, tax, valuation, or financial advice.
About IRAEmpire
IRAEmpire.com provides independent research, rankings, and educational resources on Gold IRAs and retirement planning. The platform focuses on helping investors make informed, confident decisions through transparent and data-driven analysis.
Disclaimer: This press release may contain forward-looking statements. Forward-looking statements describe future expectations, plans, results, or strategies (including product offerings, regulatory plans and business plans) and may change without notice. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements.
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