ProBX Education

Business Transition Toolkit

Learn what documents, reports, and services may be needed in a business transaction — and find advisors who can help prepare or review them.

Browse the Advisor Directory Business Brokerage Education (BBE)

Seller Preparation Buyer Due Diligence Transaction Documents & Closing Support

Seller Preparation

Reports and documents commonly assembled before bringing a business to market or approaching a buyer.

Business Readiness Assessment

What it is: A structured review of how prepared a business is for sale or transition.
Why it matters: Identifies gaps in records, financials, contracts, and operations that could reduce value or delay closing.
Usually prepared or reviewed by: Business brokers, transition advisors, or CPAs.
When it is needed: Early in the seller journey, before listing.

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Confidential Business Profile

What it is: A blind summary of the business used to attract qualified buyers without revealing identity.
Why it matters: Protects confidentiality while communicating the opportunity, financials, and buyer requirements.
Usually prepared or reviewed by: Business brokers or M&A advisors.
When it is needed: Once the seller mandate is signed and pricing is set.

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Normalized EBITDA / SDE Summary

What it is: A restated earnings figure that removes owner-specific, non-recurring, or discretionary items.
Why it matters: Helps buyers and lenders understand true operating profit and supports pricing discussions.
Usually prepared or reviewed by: CPAs or business valuators.
When it is needed: Before pricing, marketing, or lender discussions.

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Valuation or Pricing Support

What it is: A formal valuation, calculation report, or pricing opinion.
Why it matters: Supports asking price, negotiation, financing, tax planning, and shareholder discussions.
Usually prepared or reviewed by: Chartered Business Valuators (CBVs), CPAs, or qualified brokers.
When it is needed: Before listing or when negotiating an offer.

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Lease and Real Estate Summary

What it is: A summary of premises, lease terms, renewal options, and landlord consent requirements.
Why it matters: Lease terms often determine whether a deal is transferable or bankable.
Usually prepared or reviewed by: Commercial REALTORS® or real estate lawyers.
When it is needed: Before marketing and again during buyer due diligence.

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Franchise Transfer Review

What it is: A review of franchisor transfer, approval, disclosure, and renewal requirements.
Why it matters: Franchisor consent and disclosure are typically required to close a franchise resale.
Usually prepared or reviewed by: Franchise advisors and franchise-experienced lawyers.
When it is needed: Early in the seller journey for franchised businesses.

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Seller Due Diligence Checklist

What it is: A pre-organized data room of financial, legal, HR, tax, and operational documents.
Why it matters: Speeds up buyer due diligence and reduces surprises that erode deal value.
Usually prepared or reviewed by: Brokers, CPAs, and lawyers working together.
When it is needed: Before buyer due diligence begins.

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Seller Transition Plan

What it is: A written plan describing training, handover, introductions, and post-closing support.
Why it matters: Supports continuity, protects goodwill, and often forms part of the purchase agreement.
Usually prepared or reviewed by: Transition advisors, brokers, or the seller with advisor input.
When it is needed: During negotiation and finalized before closing.

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Buyer Due Diligence

Reports and reviews a buyer typically commissions to evaluate a target before committing to close.

Buyer Acquisition Profile

What it is: A confidential summary of buyer criteria, experience, capital, and target parameters.
Why it matters: Helps sellers and brokers evaluate buyer fit and prioritize qualified introductions.
Usually prepared or reviewed by: The buyer, often with advisor support.
When it is needed: Before submitting expressions of interest.

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Proof of Funds / Financing Readiness

What it is: Evidence of capital, credit capacity, or lender interest.
Why it matters: Sellers require confidence that the buyer can close.
Usually prepared or reviewed by: Acquisition lenders, banks, credit unions, or the buyer's advisors.
When it is needed: Before advancing to management meetings or offers.

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Financial Due Diligence Review

What it is: An analysis of quality of earnings, working capital, and financial reporting.
Why it matters: Validates historical results, normalizations, and the basis for the purchase price.
Usually prepared or reviewed by: CPAs, transaction services groups.
When it is needed: After LOI and before firm offer or closing.

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Legal Due Diligence Review

What it is: A review of corporate records, contracts, litigation, IP, and regulatory matters.
Why it matters: Identifies legal risks, required consents, and issues that shape the agreement.
Usually prepared or reviewed by: M&A and corporate lawyers.
When it is needed: After LOI and before closing.

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Lease Review

What it is: Independent review of lease assignability, renewal, indemnities, and landlord consent.
Why it matters: Real estate is often the single largest transferability risk.
Usually prepared or reviewed by: Commercial REALTORS® and real estate lawyers.
When it is needed: During due diligence.

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Franchise Agreement Review

What it is: Review of the franchise agreement, disclosure, transfer conditions, and renewal terms.
Why it matters: Franchise obligations may materially affect deal economics and post-closing operations.
Usually prepared or reviewed by: Franchise advisors and franchise-experienced lawyers.
When it is needed: During due diligence for franchised businesses.

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Employee / HR Review

What it is: Review of employment agreements, key personnel, benefits, and change-of-control terms.
Why it matters: Employee continuity and successor-employer risk affect value and integration.
Usually prepared or reviewed by: HR advisors and employment lawyers.
When it is needed: During due diligence and pre-closing planning.

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Environmental or Technical Due Diligence

What it is: Phase I/II environmental, property condition, and technical systems reviews.
Why it matters: Identifies contamination, structural, or systems risks that can affect financing and price.
Usually prepared or reviewed by: Environmental consultants and technical specialists.
When it is needed: During due diligence, especially for industrial or property-heavy deals.

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Insurance Review

What it is: Review of existing coverage, gaps, key-person, cyber, and transaction-related insurance.
Why it matters: Manages post-closing risk and supports lender and warranty requirements.
Usually prepared or reviewed by: Insurance advisors and brokers.
When it is needed: During due diligence and pre-closing.

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Closing Risk Checklist

What it is: A consolidated risk register spanning legal, financial, HR, real estate, and integration items.
Why it matters: Ensures no material item is missed before signing or funding.
Usually prepared or reviewed by: Buyer's lead advisor with input from each discipline.
When it is needed: Immediately before closing.

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Transaction Documents & Closing Support

Common transaction documents and closing deliverables in a Canadian business sale.

NDA

What it is: A non-disclosure agreement protecting confidential information exchanged between parties.
Why it matters: Required before sharing confidential financials, customer data, or the business's identity.
Usually prepared or reviewed by: Lawyers or brokers using vetted templates.
When it is needed: Before releasing confidential information.

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LOI / Offer to Purchase

What it is: A letter of intent or offer outlining price, structure, and key conditions.
Why it matters: Aligns commercial expectations before extensive due diligence and definitive documents.
Usually prepared or reviewed by: Buyer with lawyer or broker support.
When it is needed: After preliminary review and management meetings.

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Asset Purchase Agreement

What it is: Definitive agreement to transfer specified assets and assumed liabilities.
Why it matters: Governs price, warranties, indemnities, and closing mechanics for asset transactions.
Usually prepared or reviewed by: M&A lawyers.
When it is needed: After LOI and satisfactory due diligence.

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Share Purchase Agreement

What it is: Definitive agreement to transfer shares of the target company.
Why it matters: Governs share transfer, representations, indemnities, and post-closing covenants.
Usually prepared or reviewed by: M&A lawyers.
When it is needed: After LOI and satisfactory due diligence.

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Lease Assignment / Landlord Consent

What it is: Documents transferring lease rights and obtaining landlord approval.
Why it matters: Most commercial leases require landlord consent to assign or change control.
Usually prepared or reviewed by: Real estate lawyers and commercial REALTORS®.
When it is needed: Between signing and closing.

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Franchise Transfer Consent

What it is: Franchisor consent, transfer package, and updated disclosure documents.
Why it matters: Franchisor approval is a closing condition in most franchise resales.
Usually prepared or reviewed by: Franchise advisors and franchise-experienced lawyers.
When it is needed: Between signing and closing.

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Financing Condition Documents

What it is: Term sheets, commitment letters, and lender due diligence deliverables.
Why it matters: Financing conditions must be satisfied before funds can be advanced at closing.
Usually prepared or reviewed by: Acquisition lenders and the buyer's advisors.
When it is needed: Between LOI and closing.

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Closing Agenda

What it is: A checklist of all documents, deliveries, and conditions required at closing.
Why it matters: Coordinates lawyers, lenders, brokers, and parties on closing day.
Usually prepared or reviewed by: Lead M&A lawyer.
When it is needed: Two to four weeks before closing.

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Statement of Adjustments

What it is: Reconciles prepaid expenses, deposits, inventory, and working capital at closing.
Why it matters: Ensures the final cash movement reflects the agreed economics.
Usually prepared or reviewed by: Lawyers with CPA and broker input.
When it is needed: Finalized at or immediately before closing.

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Transition Services Agreement

What it is: An agreement under which the seller provides post-closing training or services.
Why it matters: Supports continuity, customer retention, and knowledge transfer.
Usually prepared or reviewed by: Lawyers with input from transition advisors.
When it is needed: Negotiated with the definitive agreement.

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Post-Closing Integration Plan

What it is: A plan covering people, systems, customers, suppliers, and communications after closing.
Why it matters: Protects value in the critical first 90–180 days after change of control.
Usually prepared or reviewed by: Transition & integration advisors.
When it is needed: Drafted before closing, executed after.

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Advisor discipline mapping

Typical services different disciplines may provide. Scope of service, licensing, and engagement terms vary by advisor.

M&A Lawyers

Accountants / CPAs

Valuators / CBVs

•Business valuation
•Pricing support

Commercial REALTORS®

Business Brokers

Acquisition Lenders

•Financing support

Franchise Advisors

HR / Employment Advisors

Insurance Advisors

•Insurance review

Environmental / Technical Consultants

•Environmental / technical review

Transition & Integration Advisors

Important notes

The Business Transition Toolkit is for general educational and platform navigation purposes only. ProBX does not provide legal, accounting, tax, valuation, financing, real estate, insurance, HR, environmental, or other professional advice through this Toolkit. Users should retain appropriate qualified advisors under separate written engagement terms.

Advisor availability, scope of service, compensation, licensing, conflicts checks, client authorization, and engagement terms must be confirmed directly with the advisor.