Most business owners think about selling their company the way they think about retirement. They think about doing it someday, but they’re not planning for it now. Then someday arrives faster than expected, or a health scare, divorce, partnership dispute or simple burnout forces the decision.
The owners who get the best outcomes aren’t the ones who scramble when a buyer shows up. They’re the ones who started preparing years before they had any intention of selling. Here’s what that preparation actually looks like.
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Start with the numbers, not the buyer.
The two issues we see most often when a business isn’t ready for an exit are commingled personal and business expenses and books that aren’t current. Long before you list your business, your financials need to tell a clean, consistent story. That means separating personal expenses from business ones, reconciling your books and being able to show two to three years of financials that hold up under scrutiny. A recent industry analysis of failed deals found that nearly half of all collapsed transactions in 2025 came down to problems buyers found in the numbers, either undisclosed issues or inconsistencies between what a seller claimed and what the earnings actually showed. Financing used to be the biggest deal killer, but that’s not the main problem anymore. Now it’s what’s sitting in your books.
Know what’s dragging your value down.
Buyers pay for predictability. If one customer accounts for a big share of your revenue, or if the business can’t run without you personally, expect a lower multiple. Recurring revenue, a diversified customer base and a team that functions without the owner in every meeting are what move a valuation up, not down.
Get ahead of the tax planning, because the rules just shifted.
The One Big Beautiful Bill Act, signed into law last year, made several permanent changes that matter enormously for an exit. It expanded Qualified Small Business Stock benefits, adding a tiered exclusion starting at a three-year hold and raising the exclusion cap to $15 million. It made Opportunity Zones a permanent part of the tax code, not a program set to expire. And it restored 100% bonus depreciation, which changes how a deal should be structured between buyer and seller. None of this happens automatically. It has to be planned for, ideally years before a sale, not during it.
Watch the Opportunity Zone calendar.
This one matters right now for anyone considering a sale in the next two years. The current Opportunity Zone map runs through the end of 2028. A new round of zones takes effect January 1, 2027. Arizona’s governor nominated 125 new tracts for that second round this past July. If you’re planning to sell an asset and want to defer or reduce the tax on that gain by reinvesting it, the zone you choose and the year you invest both matter. This is a live decision for Arizona business owners and real estate investors right now, not a hypothetical.
Not every exit means a sale.
Some owners don’t want to hand the business to a stranger. They want to pass part or all of it to a son, daughter or other family member, and keep estate taxes from eating into what’s left. That path looks nothing like a sale to a third party. Depending on the business’s current value and its anticipated value at the time of transfer, it can mean structuring gifts of ownership, trusts or other vehicles years before the actual handoff. This isn’t a decision a CPA makes alone. It takes a CPA and an estate attorney working together, well in advance, so the transfer happens on the owner’s terms instead of the IRS’s.
Get a quality of earnings review before a buyer does.
This is the single highest return step recommended to clients who are 12 to 18 months from a sale. A sell-side quality of earnings study builds a defensible, normalized picture of your EBITDA and sets the working capital target that will end up in your purchase agreement. Do it yourself, on your terms and you walk into diligence controlling the narrative instead of reacting to it.
None of this is complicated, but it takes time. The owners who get the best price and the smoothest close, or the smoothest handoff to the next generation, are the ones who treated their exit as a multi-year project instead of a transaction. If you’re thinking about an exit in the next three to five years, or even if you’re not sure yet, the best time to start planning is well before you need to.
Author: Elizabeth Hale, founder and CEO of eeCPA, has spent more than 30 years reshaping what accounting leadership looks like. She launched eeCPA in 2004 and has led the Scottsdale-based firm for 22 years, building it from the ground up and bootstrapped every step of the way. Under her leadership, eeCPA has delivered more than $50 million in collective client tax savings. Elizabeth is also a published author, a CPA and Certified Tax Coach, and a board member with the Entrepreneur Organization and the Board Developer Foundation.
