Business Owners

Serving Business Owners Two to Three Years Pre-Exit

The planning checklist for owner clients on the runway to a sale.

9 min

What people are saying this week

I think I'll sell the business in a couple of years. Do I really need to do anything now, or just wait for an offer?

Most of my net worth is tied up in the company. When it sells, I want to make sure I don't get crushed on taxes.

I've spent thirty years building this. Honestly, I have no idea what I'll do — or who I'll be — the day after it's gone.

Emotional root

For an owner approaching exit, the business is rarely just an asset — it's identity, status, daily purpose, and decades of self-worth bound up in one entity. The financial questions sit on top of a deeper anxiety: who am I when this is no longer mine, and did all of it actually amount to enough? There's often fear of being taken advantage of in a process they've never been through, fear of regret, and a reluctance to plan for an exit that feels like an ending. That emotional weight is why owners delay the very planning that would most protect them — and why the advisor who can name it earns extraordinary trust.

Technical misunderstanding

The widespread assumption is that exit planning starts when there's an offer on the table. The factual gap is that the most valuable planning levers close before a sale is imminent — and often before the company's value steps up. Estate and gifting strategies generally work best when transferred while the business is worth less, because shifting future appreciation out of the estate early is far more efficient than after a high valuation is locked in. Cleaning up the books, entity structure, contracts, and key-person dependencies takes time and materially affects both salability and price. Buy-sell agreements, key-person coverage, and personal liquidity outside the business all need to be in place well ahead of a transaction. Waiting for the offer means the highest-value moves are already out of reach; the runway is the asset.

Wealth advisor framing

Reframe the two-to-three-year window as the planning runway where the most valuable, time-sensitive work happens — and reframe the advisor's role as quarterback of a team. The honest message: the best tax, estate, and structuring opportunities are available now precisely because the sale isn't imminent, and they begin to disappear as a deal nears. Pair the technical urgency with the human side — help the owner picture life and purpose after the sale, since owners who haven't answered 'what's next' often sabotage or regret good deals. Position the advisor as the coordinator who aligns the M&A advisor or investment banker, the CPA, and the estate attorney around a single plan, with the owner's personal financial and life goals at the center.

Questions to ask

  1. 1If the right offer came tomorrow, are your books, contracts, and structure clean enough that you wouldn't lose value in diligence?
  2. 2How much of your wealth and your monthly income depends on this one business continuing to perform?
  3. 3Have you thought about moving some of the future growth of the company out of your estate while it's still worth less — and talked to your CPA and estate attorney about it?
  4. 4What happens to the business and your family's income if something happened to you or a key person before the sale?
  5. 5Beyond the money, what do you want your life to look like the day after you no longer own this — and have you let yourself picture it?

Decision path

Step 1

Build the team and the timeline early

Assemble and coordinate the M&A advisor or banker, CPA, and estate attorney now, and map the runway so time-sensitive moves happen before a deal compresses the schedule.

Step 2

Pursue estate and gifting moves while value is lower

With the estate attorney and CPA, evaluate transferring future appreciation out of the estate before a valuation step-up, since these strategies are generally far more efficient pre-sale.

Step 3

Clean up the business for sale

Address books, entity structure, contracts, and customer or key-person concentration, since these affect both salability and price and take time to remediate.

Step 4

Shore up continuity and personal liquidity

Confirm buy-sell agreements, key-person coverage, and a source of personal liquidity outside the business so an unexpected event before the sale doesn't derail the plan.

Step 5

Plan the post-sale life and financial picture

Model the owner's post-sale financial plan and address the personal question of purpose and identity after exit, so the proceeds and the next chapter are both planned.

Client-safe explanation

I want to make the case for starting now rather than waiting for an offer, because the most valuable moves are the ones that quietly close once a sale gets close. While the business is still worth less, there may be efficient ways — coordinated with your CPA and estate attorney — to shift some of its future growth out of your estate, which gets much harder after a high valuation is locked in. The runway also gives us time to clean up the books and structure so you don't lose value in diligence, and to make sure your family is protected if something happens before the sale. And just as important, I'd want us to plan the life side — what your days and your sense of purpose look like the day after, because that matters as much as the number. My job would be to quarterback the whole team — your banker, your CPA, your attorney — around one plan built on your goals.

Follow-up email

Compliance watch

Do not provide legal advice on entity structure, buy-sell agreements, or business sale terms, and do not provide definitive tax advice on gifting, estate transfers, or the tax treatment of a sale — these belong to the M&A advisor or attorney, the estate attorney, and the CPA, and the coordination role should be documented. Present estate, gifting, and valuation strategies as generally available approaches whose suitability and tax results depend on the client's facts, valuation, and current law, never as guaranteed savings. Avoid representing any expected sale price, multiple, or after-tax proceeds as assured. Be mindful of suitability and conflicts when any insurance (key-person, buy-sell funding) is part of the plan, and disclose accordingly. Keep recommendations within the financial-planning scope of the engagement.