What Your Client Should Do Before Talking to Buyers: A Guide for CPAs and Wealth Advisors
Written by Maureen Brown
For CPAs, CFP® professionals, and wealth advisors, the period before a client speaks with buyers is often where the most important preparation happens. This guide outlines the key questions, risks, and readiness issues to address so a business owner can enter the sale process with clearer expectations and stronger footing.
For CPAs and wealth advisors, one of the most consequential moments in a client relationship can begin with a deceptively simple sentence:
“I think I might want to sell my business.”
At that point, the temptation is often to start talking about valuation, buyers, taxes, or deal structure.
But before a business owner speaks with a buyer, there is usually important work to do.
A premature conversation with the wrong buyer can create expectations, expose confidential information, weaken negotiating leverage, or force an owner to answer questions they are not yet prepared to answer. Beyond this, valuation expectations set by a financial advisor that are not tied to current market conditions can potentially sour a relationship and often make a financial exit more challenging.
The goal is not to make the business perfect before going to market.
The goal is to make sure the owner understands what they are selling, what matters to buyers, and what needs attention before the process becomes real. Here are a few things for financial advisors, CPAs, and CFPs to consider when a client reveals they are considering leaving or selling their business.
1. Get Clear on Why the Owner Wants to Sell
Before discussing buyers or valuation, it helps to understand what is actually driving the decision.
Is the owner retiring?
Burned out?
Facing a health or family change?
Interested in pursuing something new?
Under financial pressure?
Or simply curious about whether the business could be sold?
These motivations matter because they influence timing, flexibility, negotiation, and what a successful outcome actually looks like.
An owner who needs to leave in 90 days is in a very different position from an owner who is willing to spend two years improving the business before going to market.
The first step is not finding a buyer or pinning down a valuation.
It is understanding the owner.
2. Understand What the Business May Actually Be Worth
Owners often arrive with a number in mind.
Sometimes it comes from a competitor's sale. Sometimes it comes from a multiple they heard from a friend. Sometimes it’s from an AI conversation. Sometimes it is simply the amount they believe they need in order to retire. And sometimes it happens to come from their wealth advisor.
None of those necessarily reflect what buyers will pay.
Before entering serious discussions, an owner should have a grounded understanding of how the market is likely to view the business.
That may involve reviewing:
Revenue and profitability
Seller's Discretionary Earnings or EBITDA
Customer concentration
Recurring versus project-based revenue
Owner dependence
Management depth
Industry conditions
Growth trends
Intellectual property or other transferable assets
Comparable market activity
A Broker Opinion of Value can be particularly useful at this stage because it helps establish a realistic market range before negotiations begin.
3. Clean Up the Financial Story
Buyers do not only look at whether a company makes money.
They look at whether they can understand how it makes money.
A business with clear financial records is easier to evaluate, easier to finance, and easier to trust.
Before talking seriously with buyers, owners should work with their CPA or financial team to make sure financial statements are organized and that unusual items can be explained. A business broker or M&A Advisor like Maureen Brown will work with the business owner and their financial team to help evaluate the financials for a sale.
That may include identifying:
Owner-specific or discretionary expenses
One-time expenses
Related-party transactions
Unusual revenue events
Personal expenses running through the business
Changes in accounting treatment
Significant capital expenditures
Outstanding liabilities
The cleaner the story, the easier it is for a buyer to understand the economics of the business - and to trust that the seller is in a position to sell.
4. Reduce the Business's Dependence on the Owner
One of the first questions many buyers eventually ask is:
“What happens if the owner leaves?”
If the answer is “everything stops,” the business becomes considerably harder to transfer.
A financial advisor may not be the right person to help an owner work through every operational issue tied to a future sale, but they are often the right person to recognize when those issues need attention. One of the biggest questions is how dependent the business is on the owner. If too many customer relationships, sales decisions, vendor relationships, pricing decisions, financial controls, or day-to-day operations rely on one person, that can make a future transition more difficult.
CPAs, CFP® professionals, and financial advisors who see these risks can bring in an outside advisor like Maureen Brown to help the owner identify where the business is overly dependent on them and what practical steps may improve transferability.
That might include:
Key customer relationships
Sales
Vendor relationships
Operations
Pricing decisions
Institutional knowledge
Financial controls
Employee management
Even modest improvements in documentation, delegation, and management responsibility can make the transition easier to understand. If a client comes to mind, email Maureen directly. She’s happy to talk through the situation with you and help determine whether she may be a useful resource.
5. Identify Concentration Risks
A business may look healthy at first glance while carrying risks that become obvious during due diligence.
One of the most common is concentration.
Owners should understand whether too much of the business depends on:
One customer
A small number of customers
One supplier
One employee
One distribution channel
One large contract
The owner personally
These risks do not automatically make a business unsellable.
But they should be understood before a buyer discovers them.
That gives the owner time to address the issue, explain it properly, or adjust expectations.
6. Gather the Important Documents Early
The sale of a business can become document-heavy very quickly.
An owner who waits until a buyer requests information may find themselves scrambling while simultaneously trying to operate the company. This is where financial advisors can help out immensely by preparing financial documents and asking the right questions.
Before going to market, it helps to begin organizing items such as:
Historical financial statements
Tax returns
Current year financials
Customer concentration reports
Vendor agreements
Leases
Employee information
Major contracts
Intellectual property records
Licenses and permits
Debt obligations
Corporate documents
Not every buyer should receive all of this information immediately.
But having it organized makes the eventual process far smoother.
7. Protect Confidentiality
Business owners often underestimate how disruptive rumors of a sale can become.
Employees may begin worrying about their jobs.
Competitors may approach customers.
Vendors may reconsider terms.
Customers may wonder whether service will change.
That is why confidentiality should be considered before buyer conversations begin, not after.
Owners should be thoughtful about:
Who knows a sale is being considered
What information is shared
When identifying details are disclosed
Whether confidentiality agreements are appropriate
How buyers are screened before receiving sensitive information
Maureen helps owners think through this early stage carefully—before the business is exposed unnecessarily. She can help the owner identify what should remain private, what information buyers may eventually need, and how to prepare for conversations without creating avoidable disruption.
The owner should remain in control of when the business becomes identifiable.
8. Think About the Deal Beyond the Purchase Price
A headline price is only one part of a transaction. A business owner should begin thinking about what else matters to them.
For example:
How much cash do they want at closing?
Would they consider seller financing?
Would they remain involved after the sale?
For how long?
What happens to employees?
Is the owner willing to sign a non-compete?
Is real estate included?
Is there existing debt?
Are there assets the owner wants to retain?
How important is the buyer's identity or reputation?
Two offers with the same headline value can produce very different outcomes for the seller.
Understanding priorities before offers arrive makes it easier to evaluate them. Being prepared when an offer comes through is essential.
9. Bring the Right Advisors in Before the Deal Is Underway
The best time to assemble an advisory team is usually before a buyer is asking for answers.
Depending on the business and transaction, that may include:
CPA
Wealth advisor
M&A advisor or business broker
Transaction attorney
Estate-planning attorney
Tax advisor
Insurance professional
Each advisor sees the transaction through a different lens. The CPA may understand tax exposure.
The wealth advisor may help determine whether the proceeds support the owner's long-term financial goals.
The M&A advisor help understand buyer behavior, marketability, valuation, and deal process.
Bringing those perspectives together early can help an owner avoid making a good business decision that turns into a poor personal financial decision.
10. Make Sure the Owner Is Actually Ready for a Buyer Conversation
There is an important difference between:
“I want to understand whether I could sell.”
and
“I am ready to speak with buyers.”
Financial advisors are often in a position to recognize that gap before the client does. An owner may be curious about selling but still need help understanding value, readiness, timing, confidentiality, and the practical steps required before approaching the market. That preparation matters. According to the Exit Planning Institute, only about 20% to 30% of businesses that go to market actually sell.
That is often the right moment to bring in an experienced business broker or M&A advisor. A few focused conversations can help the owner understand what is realistic, identify issues that may affect a sale, and decide whether going to market now makes sense at all.
There is no advantage in pushing a client toward buyers before they are prepared. The value is in helping them enter the process with clearer expectations, better information, and a more thoughtful plan.
A Useful Role for CPAs and Wealth Advisors
CPAs and wealth advisors are often among the first people a business owner trusts with the idea of selling. That puts you in an important position.
You do not need to have every answer. You can help your client slow the process down long enough to ask the right questions, understand the financial implications, and bring in the right specialists before buyer conversations begin.
Sometimes the most valuable advice is simply:
“Before you talk to a buyer, let's make sure you understand what you have and what you want.”
That can change the entire trajectory of a transaction.
When to Contact Exit with Mo
AAn owner does not need to have decided to sell before speaking with an exit advisor. In many cases, the most useful conversation happens earlier—when the owner is still trying to understand what is realistic, what needs attention, and whether selling is even the right path.
Maureen Brown works with business owners who are seriously considering a sale, closure, or transition but may not yet be ready to approach buyers, tell employees, or commit to a plan. Her work is intentionally focused and situational, often one to three confidential conversations designed to help the owner get oriented, understand their options, and determine the right next step.
When appropriate, Maureen can also provide a Broker Opinion of Value or represent the owner through the sale process through her M&A work with Lion Business Advisors.
Maureen is a serial entrepreneur and M&A advisor who has personally built, sold, and closed businesses. She partners with CPAs, CFP® professionals, and other financial advisors as a focused third-party resource for clients navigating an important transition.
The goal is not to rush someone toward a transaction. It is to help them understand their options and, if they do decide to sell, enter the process prepared.
Have a client who may benefit from a confidential first conversation? Email Maureen directly.