Selling a business typically involves several stages: preparing your financials, getting a professional business valuation, engaging a business broker or going direct to buyers, negotiating a letter of intent (LOI), completing buyer due diligence, and closing the transaction. The most important step — and the one most sellers skip — is financial preparation. Cleaning up your books, normalizing your earnings, and organizing supporting documentation before going to market helps you negotiate from a position of strength, avoid purchase price reductions, and close faster. Ideally, you should start preparing 12 to 36 months before a planned sale.

Ideally, 12 to 36 months before a planned sale. Buyers typically value a business based on the most recent twelve-month period, but they review the prior two to three years to understand what is normal, identify trends, and assess the sustainability of earnings. Starting early gives you time to clean up historical bookkeeping issues, normalize your results, document add-backs, and build a track record of consistent, deal-ready financials. The earlier you start, the stronger your negotiating position when it's time to go to market.

The most common causes are financial issues discovered during buyer due diligence: EBITDA changing under review, undocumented or rejected add-backs, unclear owner compensation, inconsistent monthly financials, personal expenses mixed into business accounts, and poorly supported working capital. These issues erode buyer confidence, lead to purchase price reductions, extend timelines, and cause deal fatigue — which is one of the primary reasons deals collapse. Most of these problems are fixable, but only if addressed before going to market.

From listing to closing, selling a small business typically takes 6 to 12 months. However, the total timeline is longer when you factor in preparation. Financial preparation alone should ideally begin 12 to 36 months before a sale. Once a buyer is identified and an LOI is signed, the due diligence period typically takes 45 to 60 days. Businesses with clean, well-organized financials tend to close faster because due diligence runs more smoothly and buyer confidence remains high throughout the process.

Before selling, you should clean up your bookkeeping, normalize your earnings (EBITDA or SDE), identify and document add-backs, understand your working capital needs, and ensure your financials are consistent and defensible under buyer review. You should also separate personal expenses from business expenses, organize your chart of accounts, reconcile all bank and credit card accounts, and prepare supporting documentation for any unusual or one-time transactions. Having deal-ready financials before engaging a broker or entering negotiations helps protect your valuation and accelerate the sale process.

Due diligence is the buyer's investigation of your business after signing a letter of intent. It typically covers financial due diligence (reviewing financial statements, tax returns, cash flow, and earnings quality), operational due diligence (examining processes, systems, and supplier relationships), and legal due diligence (verifying contracts, licenses, and potential liabilities). The process usually takes 45 to 60 days. Sellers who prepare their financial documentation in advance — with reconciled books, documented add-backs, and organized supporting records — experience smoother diligence, fewer purchase price adjustments, and faster closings.

SDE (Seller's Discretionary Earnings) adds back the owner's total compensation to the bottom line and is used to value smaller, owner-operated businesses — typically those with less than $1 million in annual earnings. EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) does not add back owner compensation and is the standard for larger businesses where a buyer expects professional management to run operations. The valuation methodology affects your purchase price, so understanding which one applies to your business — and preparing your financials accordingly — is critical before going to market.

A Quality of Earnings report is an independent financial analysis conducted during buyer due diligence. It verifies whether a business's reported earnings are accurate, sustainable, and repeatable. The analysis examines revenue quality, EBITDA normalization adjustments, working capital requirements, and financial trends. Unlike a standard audit, a QoE looks beyond compliance and assesses whether your earnings will hold up under scrutiny. Sellers who understand the QoE process before going to market can address potential issues proactively and avoid surprises that lead to price reductions or failed deals.

Add-backs are expenses that are added back to your earnings when calculating SDE or adjusted EBITDA because they are not expected to continue after the sale. Common add-backs include the owner's salary and benefits, one-time or non-recurring expenses (like a lawsuit settlement or office renovation), personal expenses run through the business (personal vehicle, travel, meals), and above-market rent paid to a related party. Every add-back must be clearly identified, quantified, and supported with documentation. Undocumented add-backs are the most common reason purchase prices get reduced during buyer due diligence.

Deal-ready means your financials are structured so buyers can easily understand how the business makes money, verify your earnings, and rely on the numbers without repeated revisions during due diligence. This goes beyond having "clean books." Deal-ready financials mean your EBITDA or SDE holds up under buyer adjustments, your historical numbers tie consistently month-to-month and year-to-year, owner expenses are clearly identified, working capital can be explained and supported, and revenue is recorded accurately. The gap between clean and deal-ready is where most deals slow down or get repriced.

Buyers care about sustainable earnings and the cash flow required to operate the business after the sale. This typically shows up through adjusted EBITDA or SDE — metrics that strip out one-time events and normalize owner compensation. Beyond earnings, buyers also analyze working capital needs (how much cash the business requires day-to-day), revenue concentration risk, and whether cash flow patterns are predictable and repeatable. A business with strong profit on paper but volatile or unexplainable cash flow will raise red flags during due diligence.

Start by reconciling all bank accounts, credit cards, and loan accounts through the current month. Review your chart of accounts and merge or remove redundant categories. Reclassify personal expenses that have been mixed with business expenses. Clear out stale accounts receivable and payable entries. Ensure revenue is categorized consistently across all periods. Flag one-time or unusual transactions that will need explanation during due diligence. Finally, review your profit and loss statement across periods to make sure it tells a consistent, explainable story. If your QuickBooks file has years of accumulated issues, a professional cleanup is usually the most efficient path forward.

Ongoing bookkeeping alone is usually not enough. Standard bookkeeping focuses on compliance — reconciling accounts, categorizing transactions, and producing financial statements for tax filing. Selling a business requires financials that can withstand buyer scrutiny, answer detailed follow-up questions, and remain consistent throughout due diligence. This means normalizing EBITDA or SDE, documenting add-backs, ensuring historical consistency, and preparing your books for the types of questions a buyer's accountants and transaction advisors will ask. It requires a different level of preparation than day-to-day bookkeeping provides.

The most damaging bookkeeping mistakes during a business sale include: mixing personal and business expenses without documentation, inconsistent revenue categorization across periods, unreconciled bank and credit card accounts, a disorganized chart of accounts that makes trend analysis unreliable, undocumented add-backs to EBITDA or SDE, and duplicate or miscategorized transactions. These issues don't just slow down due diligence — they directly reduce buyer confidence and often lead to lower purchase price offers or failed deals. Most of these problems are fixable with proper preparation, but they need to be addressed before going to market.

For businesses planning to sell, QuickBooks Online (QBO) is generally the better choice. QBO allows buyer advisors and transaction teams to access your financials remotely during due diligence without requiring file transfers or software installations. It also provides a clear audit trail, real-time data, and easier collaboration with your bookkeeper or financial advisor. If you're currently on QuickBooks Desktop, consider migrating to QBO well before a sale so your historical data is organized and accessible in the platform buyers expect to see.

Buyers typically request three to five years of financial records, including income statements, balance sheets, and tax returns. At minimum, your last three years of bookkeeping should be clean, consistent, and reconciled. The most recent 12 to 24 months receive the heaviest scrutiny, so these periods need to be particularly well-organized. If your older records have issues, prioritize cleaning up the most recent years first and work backward as time allows.

Exit planning is the process of preparing your business — financially, operationally, and strategically — for an eventual ownership transition, whether that's a sale to a third party, a management buyout, or passing the business to family. Good exit planning starts years before a sale, not months. It involves getting your financials deal-ready, reducing owner dependence, building transferable systems, understanding your business's true value, and aligning the timing with your personal and financial goals. The earlier you start, the more options you have and the higher your eventual sale price is likely to be.

A broker isn't strictly required, but most small business sales benefit from one. Brokers handle marketing, buyer screening, negotiations, and deal management. However, brokers don't typically prepare your financials for due diligence — that's a separate and critical step. Whether you use a broker or sell directly, your books need to be deal-ready before engaging buyers. Entering the market with clean, defensible financials gives you leverage regardless of how the buyer is sourced.

CPAs play an essential role in tax planning and compliance, but their scope typically doesn't include preparing your financials for buyer due diligence. A CPA focuses on accurate tax filings and minimizing tax liability. Selling a business requires a different perspective — one that focuses on how a buyer's transaction advisors will read your financials, what adjustments they'll make to your EBITDA, and whether your numbers will hold up under a Quality of Earnings analysis. This requires transaction advisory experience: understanding what buyers look for, where deals get tripped up, and how to present your financials in the most defensible way possible.

Exit planning applies to virtually every industry where a business can be sold. The financial preparation principles — clean books, normalized earnings, documented add-backs, defensible working capital — are universal. That said, certain industries have specific nuances. Healthcare practices (dental, med spa, physician-owned) face regulatory and billing complexity. E-commerce businesses require clear revenue tracking across platforms. Professional services firms need to demonstrate client retention independent of the owner. Regardless of industry, the core requirement is the same: your financials need to tell a clear, consistent, and defensible story.

Genki Solutions provides bookkeeping and financial readiness services for small and mid-sized business owners, with a focus on preparing deal-ready financials for business sales and capital raises. Services include historical bookkeeping cleanup and catch-up, ongoing monthly bookkeeping, EBITDA and SDE normalization, add-back identification and documentation, QuickBooks Online setup and cleanup, and financial due diligence preparation. We bring a transaction advisory perspective to every engagement — preparing your books the way a buyer's team will analyze them.

Most bookkeeping firms focus on compliance — keeping your books clean enough to file taxes. Genki Solutions focuses on financial readiness — preparing your books to withstand buyer due diligence. Before starting Genki Solutions, founder Seiji Ueda worked in transaction advisory and quality of earnings analysis, reviewing financials from a buyer's perspective. That experience means we know exactly what buyer teams look for, where deals break down, and how to structure your financials to protect your valuation. We bring a diligence-focused mindset to every engagement, whether it's a monthly bookkeeping client or a full pre-sale financial preparation project.

Genki Solutions is based in Walnut, California, in the San Gabriel Valley area of Greater Los Angeles. We work with clients both locally in Southern California and remotely across the United States. Because our work is done digitally through QuickBooks Online and secure document sharing, location is never a barrier to working together.

You can reach Genki Solutions by using the contact form on this website, emailing SeijiUeda@GenkiSolutionsLLC.com, or calling or texting (626) 888-1014. We typically respond within one business day.