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:
Retirement
Health concerns
Partner disagreements
Relocation
Burnout
Family succession
A desire to pursue another business
Changes in the industry
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:
When do I want to leave?
How much money do I need after taxes?
Am I willing to finance part of the purchase?
Will I remain during a transition period?
Do I want to protect current employees?
Would I sell to a competitor?
Is keeping the company’s name important?
Am I open to an earnout?
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.
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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:
Reliable financial records
Stable or growing earnings
Documented operating procedures
A trained workforce
Transferable customer relationships
Limited dependence on the owner
Current licenses and permits
Organized contracts
Clean corporate records
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:
Business broker or M&A adviser
Transaction attorney
CPA or tax adviser
Business valuation professional
Financial planner
Estate-planning attorney
Commercial real estate adviser
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:
Three to five years of tax returns
Monthly profit-and-loss statements
Balance sheets
Cash-flow statements
General ledger
Accounts receivable aging
Accounts payable aging
Debt schedules
Bank statements
Payroll reports
Employee information
Customer contracts
Supplier agreements
Facility leases
Equipment lists
Inventory records
Licenses and permits
Insurance policies
Corporate documents
Intellectual-property records
Litigation information
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:
Owner compensation above or below market
Personal expenses paid by the business
One-time legal or consulting fees
Nonrecurring repairs
Family members paid above market rates
Unusual charitable contributions
Interest
Depreciation
Amortization
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:
Normalized earnings
Future cash flow
Assets and liabilities
Industry risk
Customer concentration
Recurring revenue
Growth trends
Management strength
Owner dependence
Comparable transactions
Market demand
Working-capital needs
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:
Reducing dependence on one customer
Increasing recurring revenue
Improving profit margins
Renewing important contracts
Strengthening management
Delegating owner responsibilities
Retaining key employees
Updating licenses
Resolving litigation
Removing obsolete inventory
Documenting operating procedures
Improving online reputation
Protecting intellectual property
Separating personal and business expenses
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:
Entity structure
Asset or equity sale
Purchase-price allocation
Depreciation recapture
Inventory
Goodwill
Real estate
Seller financing
Earnout payments
State of residence
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:
Valuation
Sale preparation
Confidential marketing
Buyer outreach
Buyer screening
Negotiations
Due diligence
Lender coordination
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.
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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