Which documents you need to sell your business
You are not preparing documents to fill a data room. You are preparing them so that the numbers, the contracts and the story of the business can be checked without contradictions.
Financial information
Gather statutory accounts for the last three years, monthly management accounts for the current year, the budget and forecasts. Reconcile the management figures to the statutory accounts and document normalised EBITDA line by line. Our guide to normalised EBITDA explains which adjustments buyers accept.
Add borrowing, cash, working capital, capital expenditure, off-balance-sheet commitments, corporation tax and VAT returns, and any transactions with shareholders or related companies, such as directors' loan accounts. The aim is not to hand everything over at the start, but to know that every figure in the information memorandum has a source a buyer can check.
Corporate and legal documents
Collect the articles of association, any shareholders' agreement, the register of members, the PSC register, board and shareholder minutes, Companies House filings, licences, insurance policies and proof that the company owns its trade marks, domain names and software. Check for restrictions on share transfers and for change of control clauses in loans, customer and supplier contracts and leases.
Prepare a schedule of disputes, HMRC enquiries, guarantees, charges and other liabilities, with a factual description of their status, likelihood and possible impact. This becomes the starting point for your disclosure letter.
Customers, suppliers and people
Prepare anonymised customer analysis: concentration, repeat business, retention, margins, contract length and order book. Include critical suppliers, licence dependencies and capacity.
For employees, use aggregated data at first, then detail roles, length of service, cost, bonus schemes, pension arrangements and dependence on key people. Personal data should only be shared when it is needed, on a lawful basis under UK GDPR and with appropriate safeguards, which usually means anonymised until the final stage.
How to organise the file
Use a single index, clear file names, dates and one current version of each document. Keep a question-and-answer log and name one person who signs off every release.
Release information in stages: an anonymous teaser, an information memorandum once an NDA is signed, more detail for indicative offers, and the data room for the shortlist. Named customers, pricing, payroll and technical secrets need restricted access; with competitors a clean team may be needed.
Checks before you open the file
Run three tests. Every figure in the teaser should reconcile to the financial model. Every key contract should be dated, signed and complete with its schedules. Every known risk should have a consistent explanation. If an answer depends only on the owner's memory, it is not ready yet.
