What Happens After You Accept an Offer on Your Business?
By Troy Frank, Owner — Indiana Equity Brokers
Estimated read time: 7 min
The short answer: After a buyer’s offer is accepted, due diligence on a small business usually runs 30 to 60 days, and the full stretch from signed letter of intent to closing typically takes 60 to 90 days. If SBA financing is involved, plan on 60 to 120 days. During that window the buyer verifies your numbers, the lender re-underwrites the deal, the landlord assigns the lease, and attorneys paper the purchase agreement. Most deals that die after an accepted offer die here — not over price, but over something a buyer found that the seller never mentioned.
The champagne moment is the accepted offer. The hard part starts the next morning.
I’ve had sellers call me the day after signing a letter of intent asking when they get their money. The honest answer is usually two to three months. In between sits due diligence — the phase where a buyer stops believing what you told them and starts verifying it. If you want to understand what actually gets a deal to the closing table, you need to understand what happens in these weeks.
After 24 years and more than 880 closed transactions in Indiana, I can tell you the sellers who handle this phase well have one thing in common. They knew what was coming. Here is the week-by-week version.
Weeks 1–2: The Document Request Lands
Within days of an accepted offer, the buyer sends a request list. For a Main Street business it usually runs 40 to 80 line items. Three years of tax returns. Monthly P&Ls. Bank statements. Your accounts receivable aging. Customer lists. Equipment schedules. Employee census with wages. Every contract, lease, and license you hold.
Sellers are often stunned by the volume. Don’t be. A buyer putting their savings and a personal guarantee into your business is going to look at everything.
Here’s the part that matters: speed is a signal. When a seller returns a complete document package in ten days, the buyer relaxes. When documents trickle out over six weeks, the buyer starts wondering what’s being organized behind the scenes. In our experience, the deals that stall in week two rarely recover their momentum.
The fix is simple and it happens before you ever list. Assemble the package in advance. When the request arrives, you send a folder instead of starting a scavenger hunt.
Weeks 3–6: The Lender Re-Underwrites Everything
If your buyer is using an SBA 7(a) loan — and a large share of Main Street buyers in Indiana are — a second party now reviews your business. The bank does not take the buyer’s word for your numbers, and it does not take yours.
SBA acquisition loans typically run 60 to 120 days from LOI to funding. The lender orders a third-party business valuation. They confirm your tax returns match what you handed the buyer. They test whether the cash flow covers the new debt payment with room to spare.
This is where add-backs get tested. A seller can tell a buyer that the truck payment and the family cell phone plan are personal. A lender wants documentation. Add-backs you can prove survive. Add-backs you cannot prove get stripped out of the cash flow, which lowers what the bank will lend, which reopens the price conversation you thought you finished.
I’ve watched a deal lose $180,000 of value in a single underwriting call over add-backs nobody had documented. The business was fine. The paperwork wasn’t.
Weeks 5–8: Lease, Licenses, and Legal Documents
Three tracks run at once late in the process, and any one of them can set the calendar back.
The purchase agreement gets drafted, redlined, and negotiated. Attorneys argue over representations, warranties, indemnification caps, and what happens to accounts receivable at closing. Budget two to four weeks for this even when both sides are agreeable.
Licenses and permits transfer. In Indiana, a liquor permit, a contractor’s license, or a DOT authority each carries its own state timeline that no broker can accelerate.
And then there’s the landlord. If you lease your space, the buyer needs that lease assigned — and your landlord has leverage they didn’t have yesterday. Some use it. We’ve written before about how a landlord can delay or block a business sale, and it’s the item sellers underestimate most.
The Myth: Deals Die Over Price
Ask a room of business owners what kills a sale after an offer is accepted and most will say price. That’s the myth.
Here’s what I actually see. Deals die because a buyer finds something in week five that the seller knew in week one. A customer who left. A lawsuit. A key employee who already gave notice. Books that don’t reconcile to the tax return.
The problem isn’t usually the issue itself. Buyers price in known problems all the time. The problem is discovery. When a buyer finds something you didn’t disclose, they stop evaluating that item and start re-evaluating you. Once trust goes, the remaining issues stop being negotiable. That pattern is the same one behind most sales that fall apart after both sides agree.
So put the bad news on the table early. A seller who says “here’s our customer concentration, and here’s how we manage it” keeps the deal. A seller who lets the buyer’s accountant find it in week five usually doesn’t.
What Sellers Should Actually Do During These Weeks
Run your business. That sounds obvious. It isn’t what happens.
Sellers get consumed by the transaction and take their eye off operations. Then revenue softens in month two, the buyer sees a declining trend in the interim financials, and now there’s a legitimate reason to retrade the price. Your numbers stay under a microscope until the day you close.
Beyond that, three things: answer every request within 48 hours, route all buyer communication through your broker so nothing gets said twice or said wrong, and keep the sale confidential from employees and customers until closing is certain.
That last one matters more than sellers expect. Word gets out, a key employee starts job hunting, and suddenly the buyer is looking at a business with a hole in it.
Frequently Asked Questions
How long does due diligence take when selling a small business?
For most small, owner-operated businesses, due diligence runs 30 to 60 days from signed letter of intent. Clean books and fast seller responses keep it near 30. A disorganized document package can push it past 90 days.
What documents will a buyer ask for during due diligence?
Expect a request list of 40 to 80 items. The core set is three years of tax returns, monthly profit and loss statements, bank statements, accounts receivable aging, equipment lists, customer and vendor detail, employee wage data, and every contract, lease, license, and permit the business holds.
Can a buyer lower the price after due diligence starts?
Yes. A buyer can renegotiate — usually called a retrade — if diligence turns up something material, such as undocumented add-backs, declining revenue during the process, or an undisclosed liability. The most reliable defense is disclosing known issues before the offer is signed, so they’re already priced in.
How long does an SBA loan take when buying a business in Indiana?
Plan on 60 to 120 days from letter of intent to funding for an SBA 7(a) acquisition loan. The lender orders an independent business valuation and re-underwrites the seller’s financials, which adds time beyond a standard working capital loan.
What is the most common reason a business sale falls apart after an offer?
Undisclosed problems found during diligence — not price. When a buyer discovers something the seller never mentioned, trust breaks down and the rest of the deal stops being negotiable. Known problems get priced in. Discovered problems kill deals.
Should I keep running my business during due diligence?
Yes, and aggressively. Buyers and lenders review interim financials right up to closing. If performance slips while the deal is pending, you hand the buyer a reason to reduce the price or walk.
The Work That Makes This Phase Easy Happens Before You List
Due diligence is not a test you pass by being clever in the moment. It’s a test you pass with preparation you did months earlier — clean books, documented add-backs, known problems already on the table, and a document package sitting ready.
If selling is anywhere on your horizon, the most useful thing you can do this year is find out where you actually stand. Indiana Equity Brokers has closed more than $808M in transactions for Hoosier business owners, and we provide a free, no-obligation business valuation to every client. A confidential conversation costs nothing and there are no upfront fees.
Reach me directly at troy@indianaequitybrokers.com or visit indianaequitybrokers.com.
