Selling your company? What to have ready

Tellbrief · October 31, 2026

For education only. Not legal advice. Tellbrief is not a law firm.

When a buyer makes an offer, a lawyer may want to know who owns the company, what exactly the buyer is offering and what records the buyer may ask to see.

Records to have ready

• The buyer’s offer: a letter of intent, a term sheet or an email with the price and terms.
• Your formation documents, your cap table and any agreements between the owners.
• Your most important contracts: customers, suppliers, leases, loans and licenses.
• Agreements with employees and contractors, including anything about equity or bonuses if the company is sold.
• Recent financial statements and tax returns.
• A list of what the company owns: brand, code, domains, equipment and accounts.

Send them only if your lawyer asks. For the first call, it’s enough to know where each one is.

Write down the deal as you understand it

A few lines: who the buyer is, the price, and how it’s paid, whether cash at closing, payments later, shares in the buyer or a mix. Note what the buyer wants the owners to do after the sale, and mark anything that’s still open.

Note what’s being sold

A buyer may buy the owners’ shares in the company, or buy the company’s assets and leave the company behind. For asset sales, the IRS says:

“Both the seller and purchaser of a group of assets that makes up a trade or business must use Form 8594 to report such a sale if: goodwill or going concern value attaches, or could attach, to such assets and the purchaser’s basis in the assets is determined only by the amount paid for the assets.”¹IRS, About Form 8594

Ask your lawyer and your accountant which kind of sale the offer describes, and what it means for you.

Find the permissions you may need

Go through your key contracts and mark any that mention a sale, a change of control or a transfer to someone else, or that need the other side’s permission first. Your lawyer can read the exact wording.

Start a folder for the buyer’s questions

A buyer may send a long list of questions and document requests, called due diligence. Start a folder now with the records above, and note anything missing or unclear: a contract you can’t find, an unsigned agreement, a dispute, a late tax filing.

Questions a lawyer may ask you

Have a short answer ready for each. “I don’t know yet” is a fine answer.

• Who owns the company, and in what shares?
• What has been promised to employees or advisors if the company is sold?
• Which contracts need someone’s permission before a sale?
• Is there any dispute, claim or unpaid tax?
• What does the buyer want you to do after the sale?
• When does the buyer want to sign, and to close?

A made-up example

We own a 12-person software agency, two founders at 50% each. A larger agency sent a letter of intent: $2 million, with $1.2 million at closing and the rest over two years if revenue holds. They want both of us to stay for a year. Two of our biggest client contracts say they can’t be transferred without the client’s consent. What should we ask for before we sign the letter?

Questions worth asking your lawyer

• Which parts of the letter of intent bind us, and which don’t?
• Is the buyer buying the company or its assets, and what does that mean for us?
• What happens to our employees, contracts and debts?
• What should we fix before the buyer starts asking questions?

Tellbrief adds questions like these to your brief when your answers point to them.

For education only. This article is general information for founders, not legal advice, and reading it doesn’t make you anyone’s client. Tellbrief is not a law firm. For advice about your situation, talk to a licensed lawyer.