If you’re planning to sell your business in the near future you should know that the most important work often happens long before a buyer ever appears. In my experience as a business law attorney in Connecticut, the businesses that sell most smoothly are the ones that take time early to prepare – legally, structurally, and strategically. 

That’s because when a buyer becomes serious, due diligence moves quickly. Buyers expect clean records, clear ownership, and confidence that the business they’re purchasing is exactly what it appears to be. Waiting until you’re already in conversations can lead to delays that frustrate buyers, last-minute fixes that weaken leverage, and Issues that reduce valuation or stall the sale. 

Here are four critical legal steps you should complete ahead of time to help ensure the sale of your business is completed with minimum challenges and for maximum value.   

Step One: Clean Up Your Corporate Records 

From experience, I can say one of the first things buyers (and their attorneys) review is your business’s foundational documentation. 

This includes: 

• Formation documents 

• Operating agreements or shareholder agreements 

• Ownership percentages and voting rights 

• Records of member or shareholder changes 

If documents don’t reflect how the business actually operates today, that disconnect can raise red flags during due diligence. 

Step Two: Confirm Required Filings Are Up to Date 

Before a sale, buyers want to see that your business is in good standing with the state. 

That means confirming: 

• Annual reports are current and accurate 

• Registered agent information is correct 

• Business addresses and management listings are up to date 

These filings can feel administrative, but inconsistencies can slow or complicate a transaction. 

Step Three: Resolve Ownership and Control Issues 

Unclear ownership is one of the most common obstacles to a smooth sale. 

Before listing your business, it’s important to: 

• Resolve disputes or informal arrangements 

• Document ownership transfers that were never formalized 

• Clarify authority for decision-making and sale approval 

Addressing these issues early helps avoid negotiation breakdowns later. 

Step Four: Prepare for Buyer Due Diligence 

Buyers will want a clear picture of your business’s legal and operational health. 

Preparation often includes: 

• Reviewing contracts and leases 

• Identifying potential liabilities 

• Ensuring intellectual property is properly owned by the business 

• Understanding any restrictions on transfer or sale 

This process isn’t about perfection; it’s about transparency and readiness. 

A Thoughtful Exit Is Part of Strong Business Planning 

For most business owners, selling a business isn’t just a financial decision – it represents years of effort, relationships, and commitment. 

Preparing early gives you the opportunity to protect the value you’ve built, reduce stress during negotiations, and move toward your next chapter with clarity and confidence 
 

If a sale is on your horizon for 2026, now is the right time to begin the legal groundwork. Taking a proactive approach can make all the difference, and I’m here to help guide you through it.  Schedule a consultation now to get started.