Getting ready to sell: which structural gaps do buyers find when the process closes?
Sales do not fail on the story. They fail on the structure underneath it, and the buyer finds it exactly when the process closes and the seller has the least room to walk away. This article sets out which gaps are found late, what to fix before the process starts, and where a review sits against vendor due diligence.
What does "getting ready to sell" actually mean?
Getting ready to sell is a structural exercise: identifying what a buyer will test during diligence, which of those tests the business can answer today, and which answers have to be built before the process begins.
It is not a valuation exercise and it is not a marketing exercise. It is a list of conditions — consents, records, contracts, ownership — that a buyer will treat as either a fact or a discount.
The distinction matters because the seller controls the timing of that list. Every gap that can be closed before the process starts is a gap closed at the seller's price rather than the buyer's.
Why do the gaps surface when the process closes?
Because the early part of a sale is designed to build conviction, and the late part is designed to verify it. The two use different documents, different people and different tests.
In the first phase the seller presents the story: the market, the growth, the team. In the second phase the buyer's advisers test the structure: who owns what, who has consented, which contracts survive a change of control, and what happens if a key person leaves.
Those are not the same questions, and the gap between them is where a deal is repriced. The seller has usually prepared the first set thoroughly and the second set not at all.
What does a buyer test when the process closes?
Six structural tests account for most late-stage surprises, and each one has a cost attached to it.
- Ownership — the cap table, the share classes, and whether every historical transfer was properly executed.
- Consents — shareholder approvals, lender consents and change-of-control clauses in the contracts that matter.
- Related-party arrangements — leases, loans and service agreements between the business and its owners.
- Key-person dependency — who the revenue actually depends on, and what happens to the contracts when they leave.
- Licences and registrations — what the business is permitted to do, in which jurisdiction, and whether that permission transfers.
- Completion mechanics — how the price is paid, what is held back, and what triggers an earn-out.
None of these is exotic. All of them are cheaper to fix before a buyer is in the room, because at that point the fix is a task rather than a negotiation.
Which gaps are usually found too late?
Three gaps appear late often enough to be predictable, and they share a feature: each one looks like a formality until it is tested.
- An unexecuted historical transfer — an early share issue or transfer that was agreed but never properly documented, which turns a clean cap table into a legal question.
- A change-of-control clause — a customer, supplier or landlord contract that terminates on sale, discovered after the buyer has priced the revenue as stable.
- A related-party cost — a lease or service fee paid to the owner that the buyer will normalise out of earnings, reducing the price by more than the cost itself.
Each of these is fixable in 90 days and expensive in the two weeks between an offer and a signing.
How do you close the gaps before the process starts?
- Step 1 — Build the ownership file first. Every share issue, transfer and option, with the executed document behind it. If a document is missing, that is the finding, and it is cheaper to discover it now.
- Step 2 — Read the contracts that carry the revenue. Mark every consent, exclusivity and change-of-control clause, and decide which ones need a waiver before the buyer asks.
- Step 3 — Normalise the owner's position. Related-party leases, salaries and loans should be turned into arm's-length terms before they are presented as adjustments.
- Step 4 — Write the completion mechanics before the negotiation. Price, holdback, earn-out and conditions should be set out in one page, so the buyer is negotiating terms rather than inventing them.
What does a sale-readiness review cost, and how fast is it?
A structured decision review is a written, independent analysis of one pending decision: four assessment dimensions, two or three scenario paths, and the list of what has to be evidenced before you commit.
The Written Brief is $197 and is delivered within 72 hours. The Single Decision Review is $380 for one matter with no sub-questions, delivered within 48 hours, with one follow-up exchange. The expedited tier is $580 for the same memo within 24 hours.
Everything is delivered in writing over WhatsApp. There is no call to schedule, and the output is a document you can hand to your lawyer and your accountant with the open questions already separated from the answered ones.
How does a review compare with vendor due diligence?
A seller-side review versus vendor due diligence versus a legal audit: three different products, and only one of them is prepared for the seller's own timing.
Vendor due diligence is written for the buyer and describes the business to a standard. A legal audit tests whether the documents are enforceable. A sale-readiness review tests what the buyer will ask, in what order, and which of those answers the current structure cannot give — before the process starts.
The alternatives are not interchangeable. Where a buyer requires a diligence standard, that standard has to be met. What a review changes is when you find out what it will say.
Where does this analysis stop?
It stops at the boundary of the advisers you already have. A lawyer answers whether an arrangement is enforceable and drafts the agreement. An accountant answers how the transaction is treated and what the accounts support.
A review answers what the decision depends on, who has to consent, where the money moves, and which points cannot be reversed once the process closes — and it usually ends with a short list of questions for the lawyer and the accountant.
Which public references support this approach?
Where the buyer or the business sits in another jurisdiction, two references are worth knowing before the process starts: the UNIDROIT Principles of International Commercial Contracts and the ICC's model contract and arbitration material (iccwbo.org). Neither replaces local counsel; both tell you which questions are standard enough that your adviser should already have a settled answer.
Why there is no forecast in this article
Nothing above depends on knowing what a buyer will offer or when a process will close. The work on decision quality at Harvard Business Review sets out why process — assumptions, alternatives, information and downside — is where the outcome is determined, and the Good Judgment Project spent years testing whether forecasting skill survives measurement. What can be checked here is the structure, not the price.
Questions people ask (FAQ)
Do I need a review if I already have an accountant and a lawyer?
They test whether the accounts and the documents are correct. A sale-readiness review asks a different question: what will a buyer test, in what order, and which of those tests can the current structure not answer.
How early should this be done before a sale?
Ideally 90 days before the process starts. Most gaps that cost money at closing are capable of being fixed, but not inside the two weeks a buyer allows between an offer and a signing.
Does a review replace vendor due diligence?
No. Vendor due diligence is prepared for the buyer. A review is prepared for the seller, before that document exists, and it names the conditions that belong in the sale agreement if they cannot be fixed.
