What Documents Do I Need to Sell My Company?

Getting your documents ready before a buyer asks for them is one of the highest-leverage things you can do to improve your outcome. Disorganised data rooms slow deals, create doubt in buyers' minds, and give sophisticated acquirers leverage to renegotiate. A clean, well-prepared data room does the opposite.

Here's what you'll need.

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Financial Documents

These are the first things any serious buyer will request, and the quality of your financial presentation signals how well-run the business is.

Core financials:

• 3 years of financial statements (P&L, balance sheet, cash flow statement)
• Monthly MRR/ARR breakdown for the last 24-36 months
• Revenue by customer segment, product line, or geography (if relevant)
• COGS breakdown and gross margin history
• Cap table (fully diluted, including any options or warrants)

SaaS metrics (if applicable):

• Cohort retention data (net revenue retention and gross revenue retention)
• Churn by cohort, by customer size, by acquisition channel
• LTV:CAC by channel
• Monthly bookings and pipeline

The CFO or financial advisor preparing your CIM (Confidential Information Memorandum) will work from these numbers. If your books are messy, expect 60-90 days to clean them before you can run a process.

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Legal Documents

Buyers' counsel will review these in detail. Missing or messy legal documents are the most common cause of deal delays and price chips.

Corporate structure:

• Certificate of Incorporation and any amendments
• Shareholder agreements
• Board minutes (last 3 years minimum)
• Cap table history and any rights, preferences, or protective provisions

Contracts:

• All customer contracts (especially enterprise agreements with non-standard terms)
• Vendor and supplier contracts (flag any change-of-control clauses)
• Partnership agreements, reseller agreements, affiliate agreements
• Employment agreements and contractor agreements
• Any IP assignment agreements (critical for software companies)

IP and technology:

• Patent applications or granted patents (if applicable)
• Trademark registrations
• Open-source license inventory (critical for SaaS)
• Data processing agreements with major customers (GDPR/CCPA)
• Privacy policy and terms of service

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Operational Documents

These help buyers understand how the business actually runs and what's required to keep it running post-acquisition.

• Organisational chart
• Key employee details (titles, tenure, compensation, any retention concerns)
• Customer concentration analysis (% of revenue from top 5/10 customers)
• Top customer profiles (anonymised until later in process)
• Key vendor and supplier dependencies
• Technology stack overview and any significant technical debt

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The Confidential Information Memorandum (CIM)

The CIM is the document that tells your company's story to buyers. It's typically 30-60 pages covering: company overview, market opportunity, product and technology, financial performance, team, and the investment thesis (why this is a compelling acquisition).

The CIM is prepared by your M&A advisor (or founder, in a more informal process) and sent only to buyers who've signed an NDA. A well-written CIM positions the business in its best light while being honest about risks. Buyers who feel they were misled during the CIM stage will use it as leverage later.

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What to Prepare Before You're in a Process

The biggest mistake founders make is trying to assemble documents while a buyer is already waiting. This signals disorganisation, creates pressure, and can cause buyers to wonder what else is missing.

A pre-process data room takes 4-8 weeks to build properly. The founders who get the best terms start building it 6-12 months before they expect to run a process. It also has a side benefit: building your data room shows you exactly where the skeletons are before a buyer finds them.

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How Thunder Helps

Thunder works with software founders preparing for and executing M&A processes. We help founders understand what buyers will ask for, identify issues before they become deal problems, and run structured processes that create competitive tension.

If you're 12-24 months from wanting to exit, a Founder Clarity Session is the place to start.

[Book a Founder Clarity Session]

-- Related questions:

• How do I prepare my SaaS company for sale?
• What is a letter of intent (LOI) in M&A?
• What is an earnout and should I accept one?