Most Colorado owners who "want to sell in a year" haven't done the cleanup that makes a year realistic. The following is the sequence that consistently gets a business from "thinking about it" to "under LOI" in twelve months without leaving money on the table.
Months 12–10: Financial cleanup
- 01
Reconcile 3 years of books to tax returns
Have your CPA produce an add-back schedule and a normalized P&L. If your books can't tie to your returns, this is where the year is won or lost. - 02
Separate the owner from the P&L
Move personal expenses off the business card, right-size owner comp against market, and make add-backs defensible with backup. - 03
Fix your cutoff and AR
Buyers who see stale AR and inconsistent revenue recognition price it in. Clean up before you have to explain it.
Months 10–7: Operational independence
- 01
Identify or hire a real second-in-command
Not a title change — a person who could plausibly run the business without you for 60 days. This is the single biggest month-9 lever. - 02
Document top-10 customer relationships
Introduce your #2 to every named account. Rewire touchpoints so the company (not you personally) owns the relationship. - 03
Write the 20 things only you know
Pricing exceptions, vendor terms, override rules. Not a full manual — a defensible knowledge doc.
Months 7–5: Legal and contract hygiene
- 01
Get corporate records current
Minutes, cap table, EIN records, franchise/state filings. Missing minute books are a real deal-slower. - 02
Review every customer and vendor contract for assignment clauses
Contracts that don't survive a change of control are a diligence bomb. Know which ones need consent and plan for it. - 03
Clean up IP, domain, and licensing ownership
Anything in your personal name — domain, trademark, software license — moves to the entity now.
Months 5–3: Positioning
- 01
Get a defensible valuation range
From an advisor who actually looks at your books — not a broker's back-of-envelope. This anchors every negotiation to come. - 02
Build the confidential information memorandum
The single document buyers will actually read. Financials, thesis, growth vectors, risks addressed head-on. - 03
Decide who you will and won't sell to
Strategic buyer vs. searcher vs. PE-backed roll-up. Each pays differently and demands different diligence.
Months 3–1: Discreet outreach and LOI
- 01
Approach a curated buyer list under NDA
Ten right buyers beats a hundred wrong ones. Public listings are the last resort, not the first. - 02
Run a structured Q&A period
Written, tracked, and confidentiality-first. Never over-share pre-LOI — never. - 03
Negotiate the LOI on more than price
Structure, escrow, earn-out, working capital peg, transition period. These often move net proceeds more than the headline.
What to do next
Score where you actually stand today — most owners are further along than they think in one area and further behind in another. A private assessment gives you the honest starting map.
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David reviews the numbers, gives you a defensible range, and tells you what's worth doing before a buyer ever sees your books.
