What to Expect in the First 90 Days of a Business Sale

Most founders go into a sale process with a rough sense of how it works — sign something, go through some paperwork, get paid. The reality is more demanding, more time-consuming, and more emotionally taxing than almost anyone expects.

The first 90 days of a business sale set the tone for everything that follows. Here is what actually happens — and what you need to be ready for.

Days 1 to 30 — Preparation and Organization

Before a buyer ever sees your business, a significant amount of work has to happen on your end. The first month is almost entirely about getting your house in order.

This means organizing your financial records, pulling together your legal documents, and building your data room — the secure digital repository where you will share confidential information with prospective buyers. It means identifying and resolving issues that you do not want a buyer to discover mid-process. It means getting your advisory team in place — at minimum, an M&A attorney and an accountant who understands transaction work.

This phase is unglamorous and time-consuming. Founders who rush through it — or skip it entirely — pay for it later when buyers find problems during diligence and use them to renegotiate price.

Days 30 to 60 — Going to Market and Early Buyer Conversations

Once you are prepared, the process of finding and engaging buyers begins. If you are working with a broker or banker, they will reach out to a curated list of potential buyers on your behalf, using a teaser or confidential information memorandum that describes your business without revealing your identity.

Serious buyers sign an NDA and receive more detailed information. Initial conversations happen. Some buyers lose interest quickly. Others ask for more. The goal of this phase is to identify the buyers who are genuinely interested and capable — and move them toward submitting an indication of interest or a letter of intent.

This phase requires more of your time than most founders anticipate. You are still running your business while simultaneously fielding buyer questions, reviewing documents, and making decisions about which buyers to engage. The workload is real.

Days 60 to 90 — The LOI and the Start of Diligence

By the end of the first 90 days — sometimes sooner, sometimes later — a serious buyer will submit a Letter of Intent. The LOI outlines the proposed purchase price, deal structure, and key terms. It is largely non-binding on economics, but the exclusivity provision is binding the moment you sign.

Signing the LOI begins the due diligence process. The buyer and their team start reviewing your financials, contracts, legal documents, operations, and everything else about your business. This is the most demanding phase of the transaction — and it begins at the end of your first 90 days, not the end.

What Most Founders Are Not Prepared For

The first 90 days of a business sale are exhausting. You are doing two jobs simultaneously — running your business and managing a transaction. The document requests come in constantly. The questions do not stop. Your attorney, your accountant, and your banker all need things from you at the same time.

Most founders also underestimate how emotionally draining this period is. The business you built is being examined by strangers who are looking for problems. Every question feels like a challenge to something you are proud of. Every delay feels like the deal is falling apart.

It is not. This is just what the process looks like.

What Helps

Going in prepared is the single biggest factor in how smoothly the first 90 days go. Founders who have clean financials, organized documents, and resolved legal issues move through this phase significantly faster and with less stress than those who are building the plane while flying it.

The other thing that helps is having advisors you trust — people who have done this before, who can tell you what is normal and what is not, and who can take work off your plate so you can keep the business running while the process unfolds.

GNS Law guides founders through every stage of the M&A process, from pre-sale preparation through closing. If you are thinking about selling your business and want to understand what the process actually involves, contact us at gnslawpllc.com.

About GNS Law

GNS Law is a business law firm for entrepreneurs and business owners who are building, scaling, or preparing to sell their companies. Founded by M&A attorney Gabriela N. Smith, the firm advises clients across the full lifecycle of their business — from entity formation and contract review to risk management and exit transactions. GNS Law works with founders and operators across industries, domestically and internationally, delivering practical legal guidance that moves with the pace of business.

This article is for informational purposes only and does not constitute legal advice. For guidance specific to your situation, contact GNS Law.