Key points
- Replace vague completion claims with documents or tested outcomes.
- Prioritise issues that affect transferability and funding.
- Assign one accountable person to each outstanding action.
- Revisit the checklist as trading and buyer expectations change.
Checks 1–5: define the decision you are preparing for
1. State your personal objective in practical terms: what you want to stop doing and when. 2. Estimate the proceeds you need with appropriate personal financial advice, distinguishing immediate cash from uncertain future payments. These checks prevent a sale process gathering momentum before you know what an acceptable result looks like.
3. Identify a preferred exit route and a credible alternative. 4. Agree priorities among shareholders, including differences over timing and continued involvement. 5. Set a working timetable with decision points rather than a single hoped-for completion date. Evidence here is an agreed brief, not an assumption that everyone broadly wants the same thing. Resolve material disagreements before buyers begin asking for commitments.
Checks 6–10: establish financial credibility
6. Bring accounts and management reporting up to date, with reconciliations someone can explain. 7. Prepare a supported analysis of maintainable earnings, including the cost of replacing your work. A spreadsheet of optimistic adjustments is not enough; retain invoices, payroll information and explanations that connect back to the records.
8. Examine cash collection, stock and other working capital requirements across the trading cycle. 9. Map borrowing, shareholder balances and other financial commitments with your accountant. 10. Build a forecast whose assumptions can be tested against orders, capacity and recent results. The evidence should help a buyer understand how the business funds itself, not merely show that last year's profit was attractive.
Checks 11–15: show who will run the company
11. Identify who takes each of your important decisions after departure. 12. Test managers' authority through a planned period in which you are less available. Do not count a successful holiday as proof if colleagues postponed every difficult issue until your return. Record what continued normally and what still required intervention.
13. Document the processes whose failure would interrupt service or cash. 14. Review key-person dependencies, including technical knowledge held outside management. 15. Assess staffing stability and leadership development needs. Useful evidence includes decision limits, accessible process notes and a practical development plan. Recruitment or training may need time to become effective, so these checks should not wait until a buyer requests an organisation chart.
Checks 16–20: examine the commercial foundations
16. Analyse customer concentration and retention using current data. 17. Review important customer and supplier arrangements, identifying documents and questions that require legal advice. Strong relationships are valuable, but a buyer needs to know what supports them and what could change when the owner steps away.
18. Map critical suppliers, premises and technology dependencies, including realistic alternatives. 19. Locate records relating to intellectual property, licences and business assets so ownership and usage can be checked professionally. 20. Assemble a clear register of significant operational, compliance and dispute issues. Do not mark an uncertain matter complete because it has not yet caused a problem; identify the person qualified to resolve it and the evidence needed.
Checks 21–25: make the transaction workable
21. Obtain a reasoned valuation range and understand its assumptions. 22. Coordinate early tax and personal financial advice before committing to a transaction structure. This is about establishing the questions and timing, not selecting a route on a headline relief claim. Commercial attractiveness and personal suitability need to be considered together.
23. Prepare a controlled information room with consistent documents and appropriate access. 24. Select advisers with clear responsibilities for preparation, marketing, negotiation and specialist advice. 25. Create a contingency plan for delay or withdrawal, covering trading priorities, management workload and cash. A credible exit plan should leave you able to continue owning the business if the proposed terms are unacceptable.
Use the checks to choose work, not create work
For every gap, record its commercial consequence, the next action, an accountable person and a review date. Separate urgent risks from improvements that are desirable but not necessary before approaching buyers. Some matters need specialist confirmation; others need management practice over several reporting periods. A document request and a leadership development programme should not have identical deadlines simply because both appear on the checklist.
Review progress against evidence rather than activity. Has the management team actually made decisions independently? Can the finance team reconcile the figures without an explanation from the founder? Use the evergreen sale-readiness checklist for the wider preparation framework, then make this working agenda specific to your business. The aim is fewer unresolved questions at the point of negotiation, not a perfect-looking file that conceals the difficult issues.
What counts as finishing an item on my exit checklist?
An item is finished when you have evidence that the underlying issue is resolved, not simply a document or a meeting. For each gap, record its commercial consequence, next action, accountable person and review date. Independent management decisions or reconciled financial reports demonstrate progress more convincingly than a checklist marked complete after instructions were issued.
Which commercial dependencies should I check even if they have never caused trouble?
Check critical suppliers, premises, technology access and the ownership or permitted use of important business assets. An arrangement can work today while remaining uncertain for a successor. Locate the relevant records, identify realistic alternatives and assign unresolved questions to someone qualified to assess them rather than treating an uneventful history as evidence that everything transfers.
How do I tell whether our management cover worked during my holiday?
Look at the decisions made while you were away, not just whether customers were served. If managers postponed difficult matters until your return, the test has exposed continuing dependence. Record what proceeded normally, what required intervention and which technical or leadership gaps need development before counting management cover as ready for an exit.
About this article
ExitPlanning.co.uk is operated by Exit Partners Limited and led by Tony Vaughan, who has more than 30 years' commercial experience, has worked on UK SME sell-side transactions since 2010 and has personally completed more than 150 SME business sales.
Where appropriate we draw on a wider network of experienced advisers, specialists and former business owners. This article is general commercial guidance, not legal, tax or regulated financial advice.