What Documents Do I Need To Sell My Business?

When it comes time to sell your company, you will want to ensure you have all of the necessary legal and financial documents and records.

While there is a lot of paperwork and documentation to keep track of, like the due diligence process, we are going to cover the documents needed to sell a business between a buyer and seller.

However, learning and abiding by the due diligence process is still crucial, and should be thoughtfully considered. If you are confused by what documents are needed to sell a business, here is a list of the essential documentation you will need to present to the buyer.

Buyer and Seller Documents

Teaser

Non-Disclosure Agreement (NDA) –

• Confidential Information Memorandum (CIM) – Is a multi-page detailed document that is used to give a detailed explanation of the company to a potential buyer. It is shared after the teaser and the NDA has been signed. This is usually a 10-25 page PowerPoint deck that includes:
  • Executive summary of business
  • Overview of market
  • Overview of company, products and services,
  • Financial overview with historical and projected revenue and profit margins
  • Management team profile and customer base.

The potential buyer will have many questions answered but some unresolved that will be needed to be answered in calls with the seller.

• Indication of Interest (IOI) – This is a preliminary non-binding offer agreement that details the terms and structure of a transaction. This is offered before an LOI because no exclusivity period is mentioned. Typically, several IOI will be submitted by multiple potential buyers before a LOI is accepted.

• Letter of Intent (LOI) – This is a non-binding agreement between a buyer and seller. The terms usually include transaction details (price and terms), timeline, due diligence process, exclusivity period and conditionality.
• Purchase Agreement – This is a binding legal agreement between a buyer and seller that is used upon execution to transfer ownership of a company. A purchase agreement includes the definition of terms, purchase consideration as well as representations and warranties about statements made about the business. The buyer wants to expand the reps and warrants while the seller wants a restrictive list that limits his exposure. This is usually the largest part of the agreement.