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Seven Things To Get Right Before You Put Your Business On The Market

  • Writer: Matt Fitzsimmons
    Matt Fitzsimmons
  • Aug 17
  • 9 min read

There are three numbers in the room when you sell. You only know about one of them.


Quick question. What's your business worth?


Whatever number just came into your head, I can almost promise you it's the wrong one. And not because you're bad at maths. It's because you're thinking of the number you want. There are two others in the room when you sell, and the gap between them is where fortunes are made and lost.


So let me lay all three out, because once you've seen them you can't unsee them.

The first is the number you want. Call it the ego number. It's built on effort and sacrifice and everything you poured in over fifteen, twenty, twenty-five years. The late nights, the remortgage back when things were tight, the school plays you missed. I understand that number completely. But a buyer doesn't pay for any of it.


The second is the number the market pays today. It's what a buyer will hand over for the business exactly as it stands right now, warts and all, with you still holding it together and half the important stuff living in your head. This is the number that breaks hearts, because it turns up lower than the first one, and it feels personal, like the buyer is telling you the last twenty years meant nothing.


The third number is the one that matters, and it's the one nobody ever finds out about. It's what the same business could sell for if it were properly structured before it went to market. Same customers. Same product. Same doors open every morning. But engineered to sell rather than just dressed up in a hurry.


The gap between the second number and the third is enormous. And it isn't luck, and it isn't market timing. It's work. Specific, unglamorous work, done early enough to count.


Most owners obsess over the first number, get crushed by the second, and sell the business before they ever discover the third one existed.


This is a guide to the third number. Seven things to get right before you put your business on the market, so that when a buyer asks what am I actually buying, you've got a better answer than me.

One: Know which number you're actually looking at


Before you fix anything, you have to be honest about where you're standing.

Most owners have never separated the three numbers in their own head. The number they want and the number the business is worth have quietly fused into one, and that fusion is where the disappointment gets manufactured. You cannot close a gap you refuse to look at.


So the first job isn't spreadsheets. It's a mirror. You need to know, coldly, what the business would fetch tomorrow if you listed it as-is. Not what you'd like. Not what your mate reckons his got for. What a real buyer, doing real diligence, would actually pay for the risk-adjusted profit sitting in front of them.


Because here's the thing a buyer is really doing. They're not paying you for last year. They're buying next year, and the year after that, and they're pricing every reason it might not show up. Every risk they can see knocks the multiple down. Every risk they can't see, but suspect, knocks it down further, because buyers price uncertainty pessimistically. That's their job.


The number the market pays today is simply your true profit, multiplied by how much a buyer trusts it'll keep arriving without you in the chair. That's it. That's the whole equation. Everything else in this guide is about lifting one side of it or the other.

Get clear on your three numbers first. The rest of this is how you march the business from the second one toward the third.

Two: Get it out of your head and onto paper


The freedom to sell well comes from one place. Systems.


Not systems in the way most owners mean it, where the system is that Dave knows how to do the thing and Dave has always known how to do the thing and God help us all if Dave gets hit by a bus. That isn't a system. That's a single point of failure with a pulse.


I mean the real version. Every meaningful thing the business does, written down. How you do it, and just as importantly, why you do it that way. Sales, onboarding, delivery, the awkward Tuesday afternoon complaint call, the way you quote, the way you follow up. All of it, out of the heads of your key people and into a form a stranger could pick up and run.


Owners resist this, and I understand why. Carrying the business in your head feels like job security. It feels clever. If it all runs through you, you're indispensable, and indispensable feels safe.


But flip the chair around and sit where the buyer sits. Knowledge that lives only in people's heads walks out the door the day those people do. You're indispensable? Congratulations, you've just told the buyer the business collapses the moment you leave. That isn't an asset. That's a hostage situation, and nobody pays a premium for a hostage situation.


Now picture the other version. The buyer asks what am I buying, and instead of pointing at yourself, you slide a manual across the table. Here's how everything works. Here's why. Here's the business, documented, transferable, and calm without you. That buyer relaxes. And a buyer who relaxes pays more.


You're not selling them a business that works. Plenty of businesses work. You're selling them a business that works without you. The paperwork is the proof.

Three: Clean up the books before someone else has to


A buyer's offer stands or falls on one thing. Whether they believe your numbers.


Most owners run their books for exactly one purpose, which is to pay as little tax as legally possible. Fair enough. Every dollar of profit you can reasonably tuck away is a dollar that stays with you, and for the whole life of the business that's the right instinct. Personal bits and pieces run through the company. The vehicle. The odd trip. Revenue and costs that make perfect sense to you and look like fog to anyone else.


Then you go to sell, and you need the exact opposite. Now you want every dollar of real profit standing up straight in daylight, clean and defensible, because the buyer is going to multiply that profit to arrive at your price. The higher and clearer your true earnings, the higher the number. Fog costs you money. Every figure a buyer can't verify, they discount, and they discount it in their favour, not yours.


Here's the cruel part. You cannot flip that switch the week before you sell. Buyers look back years, not months, and a sudden miraculous cleanup right before listing looks exactly like what it is. Clean, normalised, defensible financials are something you build over time, quietly, ahead of the sale.


The tax you save by hiding profit this year can cost you a multiple of it when you sell. Know which game you're playing, and know when the game changes.

Four: Understand your short tail and your long tail

Not all revenue is worth the same to a buyer. Not even close.


Think of your income in two shapes. Long tail is the revenue that keeps arriving. Retainers, subscriptions, service contracts, the customers who reorder without being chased. It's an annuity. It shows up next month whether or not you get out of bed, and a buyer can bank on it.


Short tail is the big one-off hit. The project. The single large sale. Brilliant the day it lands, and then it's banked and gone, and next month you're back at zero, hunting the next one.


A buyer will always pay more for long tail than short tail, and the reason is simple. Long tail is a future they can count on. Short tail is a past they have to recreate, and recreating it is your talent, your relationships, your hustle, and all of that is walking out the door with you. So they discount it.



Now, here's where I have to be honest, because plenty of good businesses are structurally short tail and always will be. Construction. Big capital sales. Project shops. You can't conjure a subscription out of a business that builds one warehouse at a time, and I'm not going to insult you by pretending you can.


So if you can't make it recurring, you make it predictable. And that's where your sales funnel earns its keep.


If you truly understand your funnel, you can show a buyer the machine even when you can't show them the annuity. This many leads in the top. This conversion rate through the middle. This average value out the bottom. Quarter after quarter, year after year. You're not promising the same customers. You're proving the engine that reliably produces new ones.


An owner who can describe their funnel cold is quantifying the business risk of lumpy revenue before the buyer does it for them. An owner who can't is telling the buyer, without meaning to, that the revenue is a mystery. And mystery is risk. And risk is discount.


Know your two tails. And if the long one's thin, know your funnel well enough that the short one still looks like a sure thing.

Five: Build the layer of leadership beneath you


Systems tell a buyer how the work gets done. People still have to do it.


This one picks up exactly where the paperwork leaves off. A manual covers the what and the how, but no manual ever written covers everything. The odd call. The judgement decision. The thing the customer does that the document didn't predict. Someone has to handle that, and if the only someone is you, then you've documented a business that still can't function without its owner.


A buyer looking at a business where every real decision routes back through the founder sees a business that stalls the day the founder leaves. It doesn't matter how good the systems are. If the brain is you, and the brain leaves, they've bought a body with no head.


A genuine second layer of leadership changes the whole conversation. People with the authority and the judgement to run the place and grow it, who'll still be there after you've gone, and who a buyer can meet and trust. That tells them the business has a mind that stays behind. They're not buying a job that comes with your name on it. They're buying an organisation that already thinks for itself.


Here's the test. Take a proper holiday. Two weeks, phone off, genuinely gone. If the business runs, you've got a leadership layer. If your phone melts on day three, you've got a very expensive job, and a buyer will price it as one.

Six: Own your patch, and show there's room to grow


The first five are about the machine inside the walls. This one's about where you stand outside them.


A buyer isn't only buying your operations. They're buying your position in the market. How well the brand is known and trusted. How much of your patch you actually hold. And, crucially, how much room is left to grow into.


Owners tend to think of the brand as a logo and a nice reputation. Soft stuff. A feeling. But to a buyer, market position is a hard asset, because market share is defensible ground. It's expensive and slow for a competitor to take from you, and anything that's costly to attack is worth paying a premium to own. Reputation you've spent twenty years building is not something a buyer can go and manufacture on a Tuesday. That's exactly why they'll pay for it.


But there's a balance to strike, and it's a nice one to play with. You want to show two things at the same time. First, that you own a real, defensible slice of your market, so there's something solid to buy. Second, that the market's big enough that the buyer can still grow well beyond where you've taken it, so there's a reason to be excited.


Own too little and there's nothing to defend. Own a small market entirely and there's nowhere left to go. The sweet spot is a strong grip on meaningful ground, with clear headroom above it. Position and possibility. That's what commands the premium.

Seven: Start long before you mean to


Here's the one that makes the other six possible. Time.


Read back over everything above. Getting the business out of your head. Documenting the systems. Cleaning up years of financials. Shifting the balance toward long tail, or learning your funnel cold. Building a leadership layer people will actually stay and follow. Growing a defensible slice of your market. None of that happens in the ninety days before you want to list.


And yet that's exactly when most owners start. They decide to sell, and then they try to dress the business up in a hurry, and a buyer can smell a rushed makeover from the car park. Fresh paint over old problems. Financials that got suspiciously tidy last quarter. A management team assembled the month before the ad went out. Buyers have seen it a hundred times, and every bit of it reads as risk, and risk is discount.


The third number, the properly structured one, is built two, three, sometimes five years ahead. It's built by owners who treat selling not as an event at the end but as a process that starts long before there's a buyer in sight.


And here's the part I love, because it's the part that costs you nothing. Every single thing on this list, the work that lifts the sale price, is the same work that makes the business better to own right now. A business that runs without you, with clean books, predictable revenue, a real leadership team, and a strong position in its market, is a better business to own whether you sell it next year or never sell it at all.


So the best time to prepare your business for sale is long before you ever intend to sell it. You end up with a business worth more, and a life worth more, at the same time.

The gap between the second number and the third is really just a measure of how early you started.



Most owners find out about the third number the day after they've accepted the second one. If you're anywhere near thinking about selling, even years out, it's worth knowing which of the three numbers your business is actually sitting at right now. That's a conversation I'm always happy to have.

— Matt

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