This exit readiness checklist works even if you never sell. You don’t need to sell in 24 months to benefit from the work. A stronger firm gives you more choices, including staying independent.
The checklist breaks the work into four stages. Each one builds on the last, so start where you are and keep moving forward.
Months 24 to 18: Find out what you actually have
- Write down your timing, desired role, financial needs and non-negotiables.
- Produce clean monthly financials.
- Break revenue out by client, service line, billing model and revenue type.
- Document what each partner does. Then assign market compensation to those roles.
- Measure concentration, retention, A/R aging and WIP.
- List the relationships, decisions and niche knowledge concentrated with each owner. For the largest clients, note whether they call your firm before major decisions.
- Review the entity structure, ownership agreements and succession provisions.
Market compensation for partner roles matters more than many owners expect. Buyers use it to normalize earnings, as we explain in how business and professional services companies are valued.
Months 18 to 12: Fix the obvious friction
- Give major clients and referral sources a second relationship owner.
- Develop managers who can handle delivery, staffing and client issues.
- Reprice, repair or exit chronically unprofitable work.
- Tighten engagement letters, billing cadence and scope control.
- Document the workflows, quality checks and senior-partner playbooks a successor will need. Then train people on them. A folder of files alone is not a handoff.
- Clean up related-party, family-payroll and personal-expense items.
- Create a retention and recruiting plan for hard-to-replace roles.
Months 12 to 6: Show that the changes are working
- Track client handoffs, owner hours and services per client. Also track whether managers can win and deliver work without owner involvement.
- Maintain consistent monthly reporting and KPI definitions.
- Track pipeline, wins, losses, expansions and referral sources.
- Build a supportable adjusted-EBITDA bridge.
- Separately show the purpose and measured results of leadership, technology and advisory investments. Don’t call ongoing costs add-backs.
- Organize contracts, leases, insurance, licenses and compliance records.
- For attest firms, review the attest and non-attest structure with qualified counsel.
- Identify the buyer types that fit the firm and the owners’ goals.
Two items here deserve extra attention. First, your adjusted-EBITDA bridge will shape every offer you receive. Our guide to EBITDA multiples explains why. Second, attest structures are changing. The AICPA has proposed revised independence rules for alternative practice structures, driven by growing private equity investment in accounting firms.
Months 6 to 0: Get ready for real questions
- Build the confidential information package and data room.
- Prepare plain explanations for trends, concentrations and adjustments.
- Agree on partner transition roles and communication rules.
- Compare offers on certainty and structure, not only price.
- Plan employee and client communications for the right stage.
- Coordinate tax, legal, wealth and estate advice before signing final terms.
Knowing what buyers will focus on helps you prepare. See what buyers look for when acquiring business and professional services companies.
If you don’t have 24 months: a shorter exit readiness checklist
Start with four essentials:
- Clean monthly financials
- Realistic partner compensation
- A second contact for key clients
- Clear leadership roles
Buyers can work with a firm that is still improving. What they need is a clear picture of what transfers and what needs fixing.
Preparing a firm for sale on a faster timeline
Retirement, burnout, health or another life event may mean you want to sell sooner. You still can. Readiness is not a moral grade.
A good process identifies the firm’s real strengths. It addresses the risks honestly. And it positions the opportunity around what a buyer can build on. Our guide to preparing a professional services company for sale covers the next steps, whatever your timeline.
Educational material only. A firm’s value and transaction structure depend on its specific facts, buyer universe, market conditions, tax considerations and legal requirements.
