Finance & reporting
First thing a serious buyer looks at. If your numbers can't survive due diligence, the rest doesn't matter.
You have auditable monthly P&L for the last 24 months.
Real margin by business line / product is clear and reported.
You know your working capital and monthly cash need.
Annual accounts filed on time for the last 3 fiscal years.
Monthly bank reconciliation without delays.
Your accounting clearly separates personal expenses from business expenses.
You have an updated 12-month cash flow projection.
"Adjusted" EBITDA (excluding non-recurring items and personal expenses) is documented.
Founder dependency
The factor that most discounts sale price. A buyer doesn't buy a person — they buy a machine.
The company can operate 1 month without your daily intervention.
2 or more people have signing power and decision authority.
Top clients don't require specifically YOU to attend to them.
Critical suppliers have written contracts (not verbal agreements).
You have a second-in-command trained for operational decisions.
Critical keys and accesses are not exclusively in your head/phone.
The brand is not your personal name or too tied to your identity.
More than 50% of your time is on strategy (not daily operations).
Operations & processes
What separates a transferable business from a personal project with clients.
Your critical processes (delivery, sales, support) are documented.
You have defined KPIs by area, reviewed at least monthly.
Your tech stack (CRM, accounting, etc.) is integrated, not in silos.
Automated reporting to management at least weekly.
Key employees have documented continuity plans.
You have a clear policy for incident and complaint management.
Org structure is documented (org chart + responsibilities).
You comply with data protection (GDPR) auditably.
Commercial & growth
The buyer's narrative: why this company is worth more in their hands than yours.
No client represents more than 20% of your annual revenue.
Revenue has grown at least the last 2 years.
You know your CAC (customer acquisition cost) and LTV.
There's a documented sales pipeline (not improvised).
Your retention / churn rate is measured and healthy for your sector.
Your margin has grown or held over the last 2 years (not eroded).
You have a differentiated value proposition (not just price-based).
There's clear potential for geographic or catalog expansion.
Legal & due diligence
The dealbreakers that surface in DD and kill operations that seemed closed.
No open litigation, no active labor/tax inspections.
Employee contracts are up to date and compliant (no "fake contractors").
Business licenses and permits are current and transferable.
Intellectual property (brand, software, content) is registered to the company.
No founder personal debt backed by the company.
Current partners have a written shareholders' agreement (if more than one).
You're up to date on taxes (VAT, corporate income, withholdings) without deferrals.
You have ready or accessible an initial dataroom with legal & financial documentation.