How to vet a business buyer without exposing your company

The single most common way confidential sale processes leak: a seller (or an eager broker) shares meaningful information with a "buyer" who was never actually going to buy. Getting the vetting sequence right — before anything sensitive leaves your hands — is the discipline that protects both the price and the company.

The five-step qualifying sequence

1. 01

   Blind teaser

   A one-page document describing the business without naming it, its location, its customers, or its team. Enough for a serious buyer to say yes or no; not enough to identify you.
2. 02

   Buyer intro package

   Before any NDA, the buyer provides: who they are, source of capital, prior acquisitions, thesis for pursuing this category, and timeline. If they can't or won't provide it, they aren't a real buyer for this deal.
3. 03

   NDA + non-solicit + non-circumvention

   Not a generic template. A layered agreement that protects the company name, the customer list, the team, and vendor relationships — with meaningful teeth.
4. 04

   Proof of funds or committed capital

   For individual buyers, current liquidity plus lender pre-qualification. For institutional buyers, a fund confirmation. No POF = no CIM.
5. 05

   Confidential Information Memorandum (CIM)

   Only after 1–4 above. This is the first document where the company is named alongside financials and the growth thesis.

Red flags that predict problems

In roughly this order of severity:

1. 01

   Refuses to sign an NDA before seeing basics

   Anyone who won't sign an NDA in the first two weeks is not a serious buyer of an owner-operated business.
2. 02

   Won't disclose source of capital

   "I have investors" is not an answer. Named fund, personal balance sheet, or lender pre-approval — one of the three, in writing.
3. 03

   Asks for customer names, contracts, or team roster pre-LOI

   There is no legitimate reason to see specific customer contracts or employee names before an executed LOI. This is the single biggest tell.
4. 04

   Timeline that keeps slipping

   Serious buyers move on their own commitments. Two missed calls in a row is a data point, not a scheduling problem.
5. 05

   Pressure to bypass the advisor

   "Let's just talk owner to owner" — a legitimate ask in some contexts, an aggressive one in most. Almost never in your interest before LOI.

What to do next

Do not send financials, customer information, or a full CIM to any buyer who has not cleared steps 1–4 above. Every leak I've ever seen traced back to a missed step in that sequence.