How do I sell my business?

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.

When should I start preparing my financials before selling my business?

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.

What causes business sales to fall apart after a letter of intent (LOI) is signed?

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.

How long does it take to sell a small business?

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.

What is the difference between SDE and EBITDA?

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.

What is a Quality of Earnings (QoE) report?

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. 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.

What are add-backs in a business valuation?

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, personal expenses run through the business, and above-market rent paid to a related party. Every add-back must be clearly identified, quantified, and supported with documentation.

What does deal-ready mean when preparing to sell a business?

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, owner expenses are clearly identified, and working capital can be explained and supported.

How do I clean up my QuickBooks before selling my business?

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.

Is ongoing bookkeeping enough to prepare for selling my business?

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 requires normalizing EBITDA or SDE, documenting add-backs, ensuring historical consistency, and preparing for the types of questions a buyer's transaction advisors will ask.

What is exit planning for a business owner?

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.

Why isn't my CPA enough when preparing to sell my business?

CPAs play an essential role in tax planning and compliance, but their scope typically doesn't include preparing your financials for buyer due diligence. 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.

What services does Genki Solutions provide?

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.

What makes Genki Solutions different from other bookkeeping firms?

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.

Where is Genki Solutions located?

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.

Clean Books vs Deal Ready Books: Why Your Bookkeeper Alone Won’t Prepare You To Sell

Jan 14

Written By Seiji Ueda

Most business owners who are thinking about selling believe their financials are in good shape. They have a bookkeeper. Their taxes get filed on time. Their bank accounts are reconciled. So when someone tells them their books aren't "deal-ready," it's confusing — and sometimes frustrating.

But there's a meaningful difference between clean books and deal-ready books, and understanding that difference early can save you months of headaches and potentially hundreds of thousands of dollars in lost value during a sale.

What "Clean Books" Usually Means

Clean books generally mean your accounting is functional. Bank and credit card accounts reconcile. Financial statements can be generated. You can file your taxes without major issues. For the purposes of running your business day-to-day, clean books are enough.

Most bookkeepers are trained to keep things clean in this sense. They categorize transactions, reconcile accounts, and produce monthly or quarterly statements. This is valuable work, and it keeps your business operating smoothly.

What "Deal-Ready" Actually Requires

Deal-ready financials need to withstand the scrutiny of a buyer's accountants, transaction advisors, and potentially a Quality of Earnings analysis. This is a fundamentally different standard.

Deal-ready books mean your EBITDA or SDE holds up under adjustment. When a buyer's team starts normalizing your earnings — removing one-time expenses, adjusting owner compensation, scrutinizing add-backs — the number shouldn't change dramatically from what you presented. If it does, buyer confidence erodes and negotiations turn against you.

Deal-ready means your historical numbers tie month-to-month and year-to-year. Buyers look at trends. If your monthly financials don't reconcile cleanly across periods, or if your chart of accounts changed three times in two years, it creates questions that slow down diligence.

Deal-ready means owner expenses are clearly identified and documented. Every dollar that runs through your business as a personal expense needs to be flagged, explained, and supported. Undocumented add-backs are the most common reason purchase prices get reduced during negotiations.

Deal-ready means your working capital story is clear. Buyers will calculate how much cash the business needs to operate after the sale. If your accounts receivable, inventory, and payables are inconsistent or poorly tracked, it affects deal structure.

Why Your Current Bookkeeper Probably Can't Bridge This Gap

This isn't a criticism of bookkeepers — it's a scope issue. Most bookkeepers are focused on compliance and day-to-day accuracy. They aren't trained in transaction advisory, don't think about how a buyer will read your financials, and haven't been through the due diligence process from the other side.

Preparing deal-ready financials requires someone who understands what buyers and their advisors are actually looking for — someone who has reviewed financials as part of an acquisition process and knows where deals get tripped up.

What Bridging the Gap Looks Like in Practice

Getting from clean to deal-ready typically involves reviewing two to three years of historical financials, identifying normalization adjustments, documenting add-backs with supporting detail, ensuring consistent revenue recognition, and stress-testing your numbers against the kinds of questions buyer advisors will ask.

It also means making sure your bookkeeping system (usually QuickBooks Online) is structured in a way that makes it easy for an outside party to follow. A well-organized chart of accounts, clean class and location tracking, and consistent categorization make a meaningful difference in how smoothly due diligence goes.

When to Start

If you're considering a sale within the next one to three years, now is the right time to evaluate whether your books are truly deal-ready or just clean. The earlier you identify gaps, the more time you have to address them without the pressure of an active deal.

If you'd like to discuss where your financials stand today, contact Genki Solutions for a conversation about your situation.

Seiji Ueda

Clean Books vs Deal Ready Books: Why Your Bookkeeper Alone Won’t Prepare You To Sell

SDE vs EBITDA: Which Valuation Method Applies To Your Business?

What is a Quality of Earnings?