Most family business owners we work with have spent more time thinking about how to grow the business than how to leave it. When the time comes — through retirement, health, family circumstance, or an unsolicited offer — the gap between I built this and I am ready to sell this is wider than most owners expect.
Here is the framework we use with families thinking through a sale.
Step 1 — Decide what you are actually selling
The first conversation is rarely about price. It is about what. The legal structure matters: are you selling the company's stock, or its assets? Is real estate included? Are you keeping the building and leasing it to the buyer? What about the brand, the customer list, the trucks, the inventory?
These decisions cascade into tax treatment, liability exposure, and the size of the eventual check. We spend the first meeting making them explicit.
Step 2 — Get a defensible valuation
Owners often have a number in mind based on revenue multiples they heard at an industry conference or what their cousin sold for in a different state. Some of those numbers are right. Most are not.
For a Lewis County business with under $20M in revenue, we recommend a formal valuation from a qualified third party before the listing or letter of intent. The valuation:
- Defends your number when negotiations begin
- Gives you a basis for tax planning (estate, gift, capital gains)
- Surfaces issues you want to address before due diligence
The cost is usually 1–2% of the eventual sale price, and almost always worth it.
Step 3 — Clean up before due diligence
This is where most sales lose value. Buyers walk through a long list of items: corporate records, customer contracts, employment agreements, lease terms, environmental issues, intellectual property, litigation history. Anything sloppy is a price-down opportunity.
We typically do a six-month "house cleaning" pass before the business goes to market:
- Bring corporate records current (annual minutes, ownership ledger, share certificates)
- Get key customer contracts in writing where they are not already
- Confirm employees are properly classified and compensated
- Resolve outstanding liens, judgments, or open litigation
- Document the IP — brand, recipes, processes, supplier lists
A clean business sells faster and for more. A messy one closes at a discount, if at all.
Step 4 — Negotiate the LOI carefully
The letter of intent is not "just a letter." It is the framework the actual deal will be built on. Walk into LOI negotiations with:
- A clear sense of your walk-away price
- A position on earn-outs, seller financing, and non-competes
- Tax structure preferences
- Confidentiality terms
We have seen LOIs that committed sellers to terms they had not understood. We have also seen LOIs that gave sellers everything they wanted. The difference was usually thirty minutes of preparation.
Step 5 — Plan the day after closing
The day the wire hits is not the end. Most sales have post-closing obligations:
- Earn-out periods (often 1–3 years)
- Seller financing notes
- Transition consulting
- Non-compete enforcement
And there are personal items: tax filings, estate plan updates, charitable giving decisions, what to do with the proceeds. The successful sellers we work with start that conversation six months before closing, not six months after.
What you do not need
You do not need to know any of this on the day you decide to sell. You need an advisor who does. The five steps above are simplified — every business has its own twists, and the conversation is what surfaces them.
This article is for general information and is not legal advice. Each business sale is fact-specific. Contacting our firm does not create an attorney-client relationship.
