Preparing Your Documents
What documents do prospective buyers need? Whether you’re working with an agent or not: learn how to present your financial figures, create a compelling listing, and which documents you should have on hand.
1 What documents do you need to have ready for the marketing phase?
The documents you need to prepare depend on how you sell your business. There are two typical approaches:
Direct sale (without a consultant)
With a direct sale (the most common approach for small businesses), you post a listing on DUB and have your financial data ready. In this case, a personal conversation with prospective buyers often replaces a formal sales brochure.
Listing on DUB: Present your business anonymously (industry, region, revenue range)
Non-Disclosure Agreement (NDA): Must be signed by every prospective buyer before you share details or financial data
Annual financial statements & business analysis: Have these ready for exchange after the confidentiality agreement is signed
Company presentation (optional): A prepared document that can be made available to buyers after the non-disclosure agreement has been signed
In-person meeting: The most important source of information for prospective buyers
Advisor-Assisted Process
In a consultant-assisted process, an M&A consultant prepares professional sales materials for you:
Teaser: An anonymous brief profile sent to potential buyers
Non-Disclosure Agreement (NDA): Sent by the advisor to interested parties before they receive the teaser or the IM
Information Memorandum (IM/Exposé): A detailed document containing all relevant data
In a direct sale, a face-to-face conversation often replaces a formal property description. Nevertheless, you should have your financial figures ready. Prospective buyers expect reliable financial data.
This module covers the documentation required for the marketing phase. During the subsequent due diligence phase, significantly more documentation is required—ranging from detailed contracts to tax records. You can learn more about this in the module → Due Diligence, Purchase Agreement, and Closing.
2 Non-Disclosure Agreement (NDA)
Before you provide a prospective buyer with details about your company, a non-disclosure agreement (NDA) must be signed. This protects you from having sensitive information misused (especially by competitors).
What You Should Keep in Mind as a Seller
Keep it short and fair: For small transactions, a pragmatic non-disclosure agreement of 2–3 pages is sufficient. An overly long or one-sided NDA deters potential buyers and wastes time unnecessarily
Limited Purpose: Ensure that the information provided may only be used for the purpose of evaluation and a potential transaction
Regulate disclosure to third parties: The prospective buyer may share information with their advisors and financing partners, but only if they are also bound by confidentiality obligations
Return of Documents: If discussions are terminated, all confidential documents must be returned or destroyed. Written confirmation via email is sufficient
Protection of Employees and Contacts: The prospective buyer may not poach employees during or after the process, nor may they make direct contact with your customers, suppliers, or banks
Limiting the Term: A term of two years from the date of signing is standard in the market and fair to both parties
Many sellers would like to include a flat-rate contractual penalty for breaches of the confidentiality agreement. However, this is a deal-breaker for most buyers and often leads to the termination of negotiations. The legal provisions in the DACH region provide sufficient legal certainty to enforce claims for damages.
Use a balanced, standard confidentiality agreement that the prospective buyer can accept without much negotiation. This saves time, maintains momentum in the process, and avoids creating a negative atmosphere early on. In the Downloads section, you’ll find two versions: a short one for standard situations and a detailed one for cases involving multiple prospective partners, competitors among the inquirers, or companies with subsidiaries. Both are structured so that the prospective partner signs the agreement before learning which company is involved.
3 Preparing Financial Data
Prospective buyers want to get a clear picture of your company’s financial situation. You should have the following figures ready:
Annual financial statements for the past 3 years: balance sheet and income statement—these show your company’s performance over time
Current business analysis: Shows the current status in the current fiscal year
Revenue and adjusted profit trends: Present the trends in revenue and adjusted EBITDA over the last 3 years, including explanations of the adjustments (e.g., owner’s compensation, one-time effects, personal expenses). This is the key metric on which buyers base their valuation (→ Module 4: Valuation)
Investment Overview: What major investments have been made in recent years, and what is still planned?
Adjust your figures to account for one-time special items and personally incurred expenses: this reveals your company’s true earnings potential. Typical adjustments include: excessive owner compensation, personal use of a company vehicle, and one-time legal costs.
4 Create Your Ad on DUB
Your ad is the first impression potential buyers get of your company. It must be informative enough to spark interest while also protecting your identity.
What Makes a Good Listing
Industry: What sector does the company operate in?
Region: Specify at least the federal state (e.g., “Bavaria” or “North Rhine-Westphalia”). Vague descriptions like “southern Germany” don’t help buyers assess the listing—but you don’t have to name the city
Revenue and number of employees: Provide specific figures, not ranges. You can round up slightly to protect the company’s identity (e.g., “approx. 1.5 million EUR in revenue, 12 employees” instead of “1–2 million”).
Brief profile: What makes the company special? Field of activity, USPs, customer base
Reason for sale: Why are you selling? (e.g., succession, retirement)
Providing specific details saves you time. If your listing is too vague, you’ll get a lot of inquiries from people who ultimately aren’t a good fit, and you’ll waste time on conversations that lead nowhere. The more precisely you specify the industry, region, revenue, and number of employees, the more likely you are to attract the right buyers. Of course, company names and exact addresses don’t belong in the ad.
5 Checklist: Documents Needed for the Sale
The following checklist shows you which documents you should have on hand during the sales process. Not all of them will be needed right away, but the better prepared you are, the more professional you’ll appear to prospective buyers.
- Financial statements for the last 3 years (balance sheet + income statement)
- Current business analysis (BWA)
- Revenue and Profit Overview (3-Year Trend)
- Rental or lease agreements for business premises
- Overview of employees (number, positions, length of service)
- Customer list (anonymized, with revenue shares)
- Supplier contracts and key framework agreements
- Investment Overview (Last 3 Years + Planned)
- Articles of Incorporation / Extract from the Commercial Register
- Sample Confidentiality Agreement
Never disclose confidential documents before a confidentiality agreement has been signed. This applies in particular to customer lists, financial data, and contracts. On DUB, this step is automatically included in the process.
- Accurate financial figures are a must: Even without a consultant, you should have your annual financial statements and business analysis prepared
- Sign a confidentiality agreement immediately: As soon as a prospective buyer contacts you, the first step is to sign a confidentiality agreement. Before you provide any documents beyond what’s included in the listing
- Balance appeal and confidentiality: Your listing must be specific enough to attract the right buyers without making your company identifiable
- Provide adjusted figures: Buyers base their valuation on adjusted EBITDA; if you only provide the raw figures from the annual financial statements, the valuation may end up significantly lower
Answer 5 questions about preparing your sales materials. All answers must be correct to complete the module.
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