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Before you sell your startup, get your house in order

Getting Your House In Order

Before embarking on the M&A process, it is important to organize corporate documents and agreements in advance. A clean and organized set of documents is a signal that your house is in order. There is no need to purchase an expensive data room, instead create a file folder system using systems such as Google Docs, Dropbox, Basecamp, and Box.

Next, go through your files, emails and reach out to your law firm for historical documents, then store them by type. Organizing documents can be a war of attrition, so be sure to prioritize sets of documents. Prioritize documents based on difficulty to collect and importance:

Here are some areas that could be helpful to guide you:

  1. Company / formation matters - Certificate of incorporation, financings, capitalization table

  2. Board management - Board minutes and actions taken by written consent

  3. Contracts - Customer and supplier agreements

  4. Customer retention – Churn analysis and customer lists

  5. Corporate agreements – Leases and service providers

  6. Human resources - employment agreements, consulting agreements, assignment & information agreements

  7. Financials – General ledger, annual financial statements, and forecasts

  8. Tax - Tax filings and GAAP reconciliations (if needed)

  9. Intellectual property - Trademarks and patent filings

  10. Legal – Any past litigation (e.g., lawsuits, settlements)

You will likely get a long list of due diligence requests from any buyer, and it will seem daunting at first glance as it will be exhaustive. Likely, many items will be not applicable, so you can respond “N/A.”

We recommend printing the list and highlighting what you have and which ones you have questions about. Rearrange your folder system to match the requested list organization.

Your process may require a more robust file sharing system called a Virtual Data Room, but your investment bankers and lawyers will lead you through that if needed. Or you are a client of ExitHero - we will guide you through all of this.


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