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.

How To Clean Up QuickBooks Before Selling Your Business

Feb 5

Written By Seiji Ueda

QuickBooks Online is the most common accounting system for small businesses in the U.S., and it's usually the first thing a buyer's due diligence team asks to access. The state of your QuickBooks file tells buyers a lot — not just about your numbers, but about how well your business is managed.

A cluttered, inconsistent, or poorly maintained QuickBooks file creates doubt. A clean, well-organized one builds confidence. If you're planning to sell your business in the next one to three years, cleaning up your QuickBooks now is one of the highest-return investments you can make.

What Buyers See When They Open Your QuickBooks

Buyer advisors and transaction teams typically look at several things within the first hour of accessing your QuickBooks file. They check whether bank and credit card accounts are reconciled through the current month. They look at your chart of accounts to see if it's organized logically or if there are dozens of redundant or vague categories. They scan for uncategorized transactions, which signal that bookkeeping has been inconsistent.

They also review your profit and loss statement across multiple periods, looking for sudden jumps or drops that aren't explained. They check whether accounts receivable and accounts payable are current and accurate. And they look at the overall consistency of how transactions are categorized month over month.

Common QuickBooks Issues That Slow Down Sales

Several issues come up repeatedly in pre-sale QuickBooks reviews. Unreconciled accounts are the most basic — if your bank accounts haven't been reconciled in months, it raises immediate questions about accuracy. Personal expenses mixed with business expenses is another frequent problem. Buyers need to separate the two to calculate true business earnings, and if they're intermingled without clear documentation, it slows everything down.

Inconsistent categorization is subtler but just as damaging. If the same type of expense shows up under three different account names across two years, trend analysis becomes unreliable. Duplicate transactions, stale outstanding checks, and old invoices marked as open when they've been paid are all issues that make your financials look less trustworthy than they may actually be.

A Practical Cleanup Checklist

Start with reconciliation. Make sure every bank account, credit card, and loan account is reconciled through the most recent month. If you're behind, work backward — most buyers will scrutinize the last 12–24 months most closely.

Next, review your chart of accounts. Merge redundant categories. Remove accounts you're not using. Make sure the structure makes sense for your industry and that someone unfamiliar with your business could follow it.

Then go through your transactions for the last two to three years. Identify and reclassify personal expenses. Make sure revenue is recorded consistently. Flag any one-time or unusual transactions that will need to be explained during due diligence.

Clean up your accounts receivable and accounts payable. Write off invoices that will never be collected. Clear out old bills that have been paid but not marked as such. Your balance sheet should reflect reality, not history.

Finally, review your financial reports across periods. Does your P&L tell a consistent story from month to month? Are there any anomalies you can't explain? If something looks odd to you, it will definitely look odd to a buyer.

When a Professional Cleanup Makes Sense

If your QuickBooks file has years of accumulated issues, tackling it yourself may not be realistic — especially if you're also running the business. A professional who understands both QuickBooks and the due diligence process can clean things up systematically, often in a matter of weeks, and structure your file so it's ready for buyer review.

The investment in professional cleanup typically pays for itself many times over by reducing due diligence delays, preventing purchase price adjustments, and increasing buyer confidence in your business.

If your QuickBooks file needs attention before a sale, reach out to Genki Solutions to discuss your situation.

Seiji Ueda

How To Clean Up QuickBooks Before Selling Your Business

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