What documentation you need to sell your company

One of the factors that most influences the success of a company sale — and that receives the least attention — is document preparation. A company that arrives at the sale process with its documentation in order conveys seriousness, professionalism, and transparency. A company that improvises during due diligence generates mistrust, delays, and almost inevitably a reduction in price.

Phase 1: Pre-market preparation

Before approaching any buyer, you should have the following documentation compiled, reviewed, and organised.

Financial records

• Audited annual accounts for the last 3-5 years
• Monthly management accounts for the current year
• Budget and financial projections
• Normalised EBITDA reconciliation
• Breakdown of revenue by customer, product, and geography
• Working capital analysis with seasonal patterns
• Capital expenditure history and plan

Corporate records

• Articles of association (current version)
• Share register and ownership history
• Board and shareholder meeting minutes
• Shareholder agreements
• Group structure diagram

Tax records

• Corporate tax returns (last 4 years)
• VAT returns and summaries
• Tax inspection history
• Pending disputes or claims
• Available tax credits and loss carryforwards

Phase 2: Information memorandum

The information memorandum is the marketing document that presents your company to potential buyers. It should be comprehensive, honest, and professionally presented. Supporting documentation includes:

• Company overview and history
• Market and competitive positioning
• Management team profiles
• Operational description
• Financial summary with key metrics
• Growth strategy and opportunities
• Risk factors

Phase 3: Data room (due diligence)

When a buyer enters due diligence, they will request access to a comprehensive data room. In addition to the documents already compiled, you will need:

Labour documentation

• Employee register with positions, tenure, and compensation
• Applicable collective bargaining agreement
• Key employee contracts
• Non-compete agreements
• Dismissal and dispute history
• Social security compliance certificates
• Workplace risk prevention documentation

Commercial documentation

• Top 20 customer list with revenue and contract details
• Top 10 supplier list with spend and terms
• Key commercial contracts
• Customer concentration analysis
• Order backlog and pipeline

Real estate and assets

• Property deeds or lease agreements
• Asset register
• Insurance policies
• Environmental permits and compliance reports

Intellectual property

• Trademarks, patents, and domain names
• Software licences
• Data protection compliance documentation

Regulatory

• Industry-specific licences and permits
• Compliance policies and procedures
• Pending litigation

Practical recommendations

Start twelve months before going to market. Document preparation takes longer than anyone expects. Starting early allows you to identify and resolve gaps without pressure.

Engage your accountant and lawyer early. They will know what documentation exists, what needs updating, and what gaps need to be filled.

Create a virtual data room. Organise all documentation in a secure digital platform with clear folder structures and naming conventions.

Be proactive about sensitive issues. If there are tax contingencies, labour disputes, or regulatory issues, disclose them proactively. Surprises discovered during due diligence are far more damaging than issues disclosed upfront.

Conclusion

The documentation required to sell a company is extensive, but it is finite and manageable. The business owners who prepare their documentation thoroughly before going to market consistently achieve faster processes, stronger buyer confidence, and better prices. The investment in preparation is among the highest-return activities in the entire sale process.