---
id: KB-LE-028
url: https://app.codecontract.io/help/legal/opening-your-books-in-order-to-sell
idioma: en
categoria: sector-legal
subcategoria: ma
audiencia: usuario
nivel: avanzado
actualizado: 2026-08-13
tambienEn: [es]
relacionados: [KB-LE-008, KB-LE-016]
citadoPor: [KB-LE-029]
---

# Opening your books in order to sell

_The price is agreed on a figure and adjusted by whatever surfaces. Everything you do not find, the buyer will._

**Responde a:** preparing for due diligence · documentation requested when selling a company · tidying up records before a sale · the buyer finds things we did not know about

You have agreed a price and from there a review begins: contracts, employment, licences, property, litigation, insurance. **You do not run that review and you do not control it**, and its outcome is not an academic report — it translates into price reductions, into warranties you must give, or, if something large enough surfaces, into the deal collapsing.

## What is actually being measured

| What they find | How it reads | Effect |
| --- | --- | --- |
| Everything in order | A well-run company | Confidence, and fewer questions |
| One document missing | An oversight | It is requested and things move on |
| Many missing | **You do not know what you hold** | **Everything gets scrutinised** |
| **Something you concealed** | **A trust problem** | **Collapse or full renegotiation** |

> [!IMPORTANT]
> **What costs most in a review is not what is wrong: it is what cannot be found.** A contract with an awkward clause gets valued and discounted once. A contract nobody can locate forces the worst possible assumption about its contents, and that worst case gets discounted too. Same company, two different prices, and the difference is the archive.

## What to do before opening the door

1. **Review it yourselves first, using the buyer's list** — The lists are fairly standard. Ask for it or anticipate it.
2. **Find the gaps and close what can be closed** — An unsigned contract can be signed; in three months, it cannot.
3. **And whatever cannot, declare it first** — What you disclose gets valued; what they find gets penalised.
4. **Prepare how it is handed over** — Organised, controlling who sees what, with a trail of what was shared.

> [!WARNING]
> The asymmetry in this position is total and worth keeping in mind: **for the buyer this is a process they have run twenty times, and for you it is the first and probably only one**. They have lists, templates and dedicated people; you have to keep trading while you answer. Starting to tidy up when the first request arrives is starting late — and that asymmetry costs real money, not pride.

> [!NOTE]
> What exactly is reviewed in a transaction, what representations and warranties are signed and what consequences they carry **depends on the deal and the contract, and is settled by your adviser and your lawyer**. Here we cover the organisational part: how to arrive with the archive in shape and how to hand it over without losing control of what is shared.

**When should I start tidying up?**

Before there is a buyer. It is the only moment when it costs nothing.

**Can I withhold something?**

Your lawyer decides that, and the consequences of concealment are not documentary.

**Is a shared folder enough?**

To start. What is also needed is knowing who has seen what.

## Ejemplos

**The buyer sends a long list and it has to be hunted across many places.**

- Gathers the company's documentation in one file

→ You answer in blocks rather than by discovery.

**A contract turns up that nobody can locate.**

- Shows what is missing before the review opens

→ The gap closes while it still can.

**A folder is shared and nobody knows who has seen what.**

- Controls access and leaves a trail of what was viewed

→ The handover is orderly and verifiable.

**Each department sends theirs in a different format.**

- Centralises what is handed over in one place

→ The buyer receives a coherent set.

**A key document sits in the mailbox of someone who has left.**

- Keeps documents outside personal inboxes

→ One person leaving does not take the archive.

**The review drags on and nobody knows what is outstanding.**

- Shows the status of what was requested and delivered

→ The process runs on a list rather than on emails.