The 90-Day Sell-Side Readiness Plan
Most founders decide to sell their business about ninety days after they wish they had started preparing for it. They get an approach, or they hit a wall, or they simply wake up one morning and realise they are done. Then the scramble begins, and the scramble is where value leaks away.
I’m Adam J. Graham, and after years of building, selling, and advising on exits, I’ve learned that the founders who get the cleanest deals are almost never the ones who move fastest at the end. They are the ones who used the last ninety days before going to market to fix the things a buyer would otherwise find, price in, or walk away from. This is the plan I wish every founder ran before they took a single meeting.
Think of these ninety days not as preparation for a sale, but as a dress rehearsal for due diligence. Everything a buyer will eventually ask, you ask first. Everything they would discover and discount, you discover and fix. By the time you reach the market, there are no surprises left for anyone except the ones that work in your favour.
Why ninety days, and not nine months
Some advisers will tell you readiness takes a year or more. For deep structural work, they are right, and if you have that runway you should take it. But most founders do not decide on their own timetable. An approach lands, a life event intervenes, a co-founder wants out. Ninety days is the realistic window between deciding to sell and being in front of buyers without looking unprepared.
Ninety days is also long enough to matter. It is enough time to close your books cleanly, tidy your contracts, document the handful of processes that live only in your head, and build a data room that signals competence rather than chaos. It is not enough time to rebuild a broken business, which is exactly why the plan is about presentation and proof, not transformation.
The mistake founders make is treating the first buyer conversation as the start of the process. It is not. It is a deadline. Everything that follows in this plan happens before that conversation, so that when it comes, you are answering questions rather than inventing answers.
Days 1 to 30: get your financial house in order
Buyers buy cash flow they can trust. The single fastest way to lose value is to present numbers that wobble under questioning, so the first month is entirely about your financial story.
Start with clean management accounts for at least the last three years, reconciled to your statutory accounts. If there is a gap between what your accountant filed and what your internal numbers say, find it now. A buyer who spots a discrepancy you cannot explain will assume there are ten more they have not found yet.
Then separate the business from yourself. Most owner-managed businesses carry personal expenses, family on the payroll, cars, or one-off costs that depress profit. These are legitimate, but they need to be identified and normalised so a buyer can see the true earnings of the business. This adjusted figure, your normalised EBITDA, is the number your sale price will be built on. Getting it right, and being able to defend every adjustment with evidence, is the highest-leverage work in the entire ninety days.
By the end of month one you should be able to hand someone a single page that shows revenue, gross margin, normalised EBITDA, and the adjustments behind it, and stand behind every line without flinching. If you cannot, you are not ready to talk to anyone yet.
- Three years of management accounts, reconciled to filed accounts
- A defensible normalised EBITDA with every adjustment evidenced
- Revenue broken down by customer, product, and recurring versus one-off
- A rolling 12-month cash flow forecast a buyer can stress-test
Days 31 to 60: de-risk the business a buyer will inherit
With the numbers clean, the second month is about reducing the risks a buyer will otherwise price into their offer. Every risk you leave on the table becomes their negotiating leverage. Every one you remove becomes margin you keep.
The biggest risk in most small businesses is the founder. If the company cannot run for a fortnight without you, a buyer is not buying a business, they are buying a job, and they will pay accordingly. Spend this month documenting the decisions only you make and, where you can, handing them to someone else. You will not fully remove yourself in thirty days, but you can prove the business does not collapse the moment you step back, and proof is what changes the price.
Customer concentration is the next risk to confront. If one client is a quarter of your revenue, a buyer sees a single point of failure. You cannot diversify a customer base in a month, but you can secure longer contracts, document the strength of the relationship, and show it does not depend solely on you. The goal is to convert a perceived fragility into a demonstrable, contracted asset.
Then work through the boring things that kill deals. Are your key contracts signed, current, and assignable to a new owner? Are your customer and supplier terms documented rather than informal? Is your intellectual property actually owned by the company rather than sitting in a freelancer’s account or your personal name? Is anyone employed without a proper contract? None of this is glamorous, and all of it surfaces in due diligence. Finding it now is housekeeping. Finding it later is a price reduction.
Days 61 to 90: build the room and rehearse the story
The final month is where preparation becomes presentation. You have clean numbers and a de-risked business. Now you assemble the evidence and learn to tell the story.
Build your data room before you need it. A buyer’s first real impression of how you run the business comes from how your information is organised. A structured, complete, well-labelled data room signals a business that is in control of itself. A folder of half-named PDFs uploaded in a panic signals the opposite, and that impression colours every negotiation that follows. Organise it the way a buyer thinks: financials, legal and corporate, commercial contracts, people, intellectual property, and operations.
Alongside the room, write the narrative. A buyer needs to understand in a few minutes what the business does, why it wins, who its customers are, and where the growth comes from. This is not marketing spin. It is a clear, honest, evidenced account of why the business is worth what you are asking, including the obvious questions and your answers to them. The founders who negotiate best are the ones who have already rehearsed the hard questions in private, so they never have to improvise in the room.
Finally, get your own advisers in place. A corporate finance adviser or broker, a lawyer who has actually completed sales rather than just drafted contracts, and a tax adviser who can structure the deal so you keep more of what you earn. The cost of good advice is trivial against the value it protects, and trying to save it is one of the most expensive decisions a founder can make.
What the ninety days really buys you
The obvious payoff is a higher price and a smoother deal, and those are real. But there is a deeper one. Running this plan forces you to look at your business the way a buyer does, dispassionately, and that view is clarifying whether or not you ever sell.
Some founders run the ninety days, see their business clearly for the first time, and decide not to sell at all. They have built something stronger and more independent, and they would rather keep it. That is not a failure of the plan. It is the plan working. A business that is genuinely ready to sell is also a business that is genuinely worth keeping, and that is the whole point of building with the end in mind.
You do not have to know your exit date to start. You only have to be willing to spend ninety days seeing your business as a buyer would, and fixing what you find. Do that, and whenever the moment comes, you will be ready for it rather than chasing it.
Adam Graham is a serial entrepreneur, CEO of JustFix, and creator of Exit Mode. He writes about scaling, selling, and building businesses worth buying.
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