The Exit Playbook The headline is not the payment. Know what you'd keep.
A business sells for a number that sounds like success, and the founder receives very little. This guide shows what selling actually pays, who gets paid first, and how to keep the business ready years before anyone makes an offer.
Selling is not an event you prepare for when it appears.
The announced price is the top of a distribution, not a payment. Escrow, earnouts and stock sit between the headline and your bank account. And what makes a business buyable at a good price is built over years: clean ownership, contracts that assign what they should, numbers that survive scrutiny, a business that does not stop the day you do. Diligence does not create those problems. It finds them.
None of them is "plan your exit".
Ownership is your share of what is left after every preference is paid. With stacked preferences there is a wide price range where investors are made whole and ordinary shareholders get close to nothing. If you own all of it, this is the trap you are not in.
Once you have watched a preference structure at a mediocre price, funding terms stop being abstract clauses. They become a number you have seen move.
An unsigned agreement, IP never assigned, a change-of-control clause nobody read. Each is cheap to fix in an ordinary quarter and expensive when a buyer's lawyers find it.
Predictable revenue, low customer concentration, no legal surprises, a business that does not depend on one person. The things that raise a price are mostly unglamorous.
Run the numbers at several prices and you find the range where selling is good for you and the range where it is a nuisance.
A sale absorbs you for months, while the business must keep performing. Anything prepared in advance is time returned when you have the least of it.
Readiness as a standing state.
Not a plan to sell. A way to know what a sale would pay, keep the business in a state where an opportunity is not lost to unpreparedness, and otherwise build as though nobody is coming.
Five parts, in order.
Six mechanisms, each of which changes a decision you are making now, and the honest limit: you do not control whether it happens.
What a good outcome is as a number, which kind of buyer you are talking to, what happens to anyone you gave equity to, and what the distraction would cost.
Three prices, the order of payment, what equity actually nets, headline versus what arrives, partial liquidity and tax.
Readiness as a condition, numbers that survive scrutiny, concentration and key-person risk, and what to take from a process that does not complete.
Know what it would pay, readiness as a standing state, and if a process starts. Each line is a box you either can or cannot tick.
Nine ways a good headline becomes a disappointing outcome. All of them are failures of preparation and arithmetic, not negotiation.
A number, before anyone makes an offer. After one exists, the pressure runs entirely toward accepting it. Then compare it honestly with what the business pays you over the next five years if you simply keep running it.
Model three prices: disappointing, plausible and good. The disappointing one is the one that teaches you something. If you own all of it, this takes five minutes, and that is the whole argument for having kept it.
Pick one thing that only you know how to do and write down how it works. Making the business run without you is the only preparation that pays whether or not anything ever happens.
- You own a business you built, and you want to know what it would be worth to you, not just to a buyer.
- You want readiness to be a standing state, not a panic.
- You are willing to run the numbers at the disappointing price.
- You want a method, not motivation.
- You are building to be bought, and expect that to make the business worth more.
- You want a valuation multiple or a number for your business.
- You want tax advice for your specific situation. The guide says to ignore anyone offering that in general.
- You expect an offer to arrive if you prepare enough.
Buyers are drawn to businesses that do not need them.
Make the business run without you and the price goes up, your options improve and your life gets better in the meantime. If nobody ever makes an offer, you still own the thing. That was always the point.
Luis Gonçalves
Twenty years in digital product development. Led the agile transformation at Nokia. Teaches at Porto Business School. Has spent the last decade working with founders across Saudi Arabia, Portugal, Brazil, and the broader emerging-market startup ecosystem.
He calls himself the Dark Entrepreneur because he believes the founder world is allergic to honesty. No success theater. No highlight reels. Just the real work that has to happen.