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ADQUISICIÓNINSIGHTS / October 23, 2026

Business sale memorandum: what to include and withhold

An initial sale memorandum can show industry, province and financial ranges without naming the company or key customers.

Selling a business combines preparation, disclosure and negotiation. The aim should not be to promise a quick exit but to present the company clearly while protecting its day-to-day operations during buyer discussions.

Practical example

An initial sale memorandum can show industry, province and financial ranges without naming the company or key customers.

What to check before moving forward

A reliable information pack

Prepare a structured information pack with verifiable figures and clear dates. Separate historical performance, forecasts and seller statements; do not present estimates as audited facts.

Protecting confidentiality

Decide what may be public, what requires an identified buyer and what should only be disclosed under a confidentiality agreement. Careful disclosure protects customers, staff and negotiations.

Accounts and financial history

Ask for several years of accounts and recent management figures, not one isolated number. Reconcile accounting data with tax filings, bank information and segment performance where appropriate.

Customer concentration

Examine customer mix and reliance on a few major accounts. High revenue can be fragile if it depends on a single contract or the outgoing owner's personal relationships.

Valuation methods

Do not treat one valuation multiple as a definitive appraisal. Consider sustainable earnings, assets, risk, growth prospects and genuinely comparable transactions before forming a value range.

How to use this guide

Start by requesting sources for each important claim and noting what remains unverified. Cross-check answers against records, visit the operation where appropriate and bring material risks to an adviser before committing. Never fill missing financial figures with your own assumptions.

Evidence worth requesting before you proceed

A sales description is a starting point, not proof. These documents help distinguish verifiable facts from expectations:

  • Financial statements for the last three years
  • Valuation assumptions and adjustments
  • Corporate records and ownership evidence

Request information appropriate to the negotiation stage and respect confidentiality arrangements. Sensitive documents may be shared only after a buyer is identified.

Final takeaway

A sound transaction starts by defining what changes hands, checking the facts and documenting the agreement. Use this guide as a map of questions, not a replacement for a review tailored to the actual business.

General information only; not personalised legal, tax or financial advice. Rules depend on the transaction and may change.

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General information: verify documents and seek professional advice before committing.
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