Seven things a buyer will ask in the first call

From Matt Behrens, who has bought businesses for 15 years · 2026-10-02

When a serious buyer first calls about a small business, the questions come in a fairly predictable order. They are not trying to catch you off guard. They are trying to decide quickly whether the business is worth a deeper look. Owners who have good answers ready look organized, and that helps the price.

Matt's experience: When I first talk to a business owner, I am looking for clear signs of risk. The first things I probe are why the owner is selling, who runs the business day to day, and why customers choose this business over its competitors. If those answers point to a lot of risk, I pass right away, or I value the business low enough that I can absorb everything going wrong.

1. Why are you selling, and why now?

Buyers want to know if you are selling because of something they should worry about. "I'm ready to retire, and I want to hand it to someone who will keep it going" is fine. Vague answers make people nervous. Be honest and specific.

2. What does the business earn, and how do you know?

Expect a question about revenue and profit for the last three years. A buyer will ask how the numbers were prepared and whether they tie to your tax returns. Know your real earnings, including add-backs (personal or one-time expenses a buyer agrees to add back to your profit) that you can prove. The exact number matters less than how reliable it is. The number is what it is, and it is the base a buyer starts doing math from. Inconsistent, unreliable or dubious claims are what lead to dead deals and lower prices.

3. What would happen if you were away for a month?

This is the owner-dependence question. A strong answer names who runs each part of the business and how customers are served without you. A weak answer is "I'd have to be here." Your answer tells the buyer whether they are buying a business or a job.

4. Who are your customers, how much of your revenue do they represent, and why do they choose you?

Buyers want to know if one or two customers make up a large share of revenue, how long customers stay, and whether revenue recurs. Have your top five customers by revenue ready, along with how long each has been with you and why each one chooses you over a competitor.

5. Who are the key employees, and will they stay?

Buyers ask which people matter most and whether they have any agreements. If a manager or lead technician could leave, the buyer will price that in. If they have been there for years and are committed, say so. Most sellers need their team to help with the sale and stay on afterward, and that is stressful for the team. If the key people have ownership or a retention plan, everyone is aligned. If they do not, many will hold back extra effort and worry about their jobs under a new owner. Give your key people equity or a retention bonus tied to the sale. A buyer who has to add equity for the team after closing will price that in.

6. What does the business own, and what does it owe?

Expect questions on equipment condition, leases, debt, liens and any guarantees you have signed. If you own the building, expect a question on whether it is part of the sale.

7. What could go wrong?

A good buyer will ask about disputes, licensing, regulation, key supplier changes and anything that could hurt the business in the next two years. Owners who raise risks themselves, calmly and with a plan, build trust. Owners who hide them lose it. If a buyer discovers a big issue during diligence rather than hearing it up front, they will most likely walk away. If you are lucky, they will lower the price or put off a significant part of the payment.

How to prepare

1. Write a one-page answer to each of the seven questions.
2. Gather the supporting documents: three years of tax returns and statements, a customer list, an employee list, and any contracts.
3. Practice saying the answers out loud, especially the uncomfortable ones.
4. If an answer is weak, treat it as your to-do list for the next 12 months.

Common questions

Should I tell a buyer everything in the first call?

No. Give clear, honest answers at a high level, and share detailed documents only after the buyer signs a confidentiality agreement and has shown they are serious.

What if my answers are not good yet?

That is the reason to start early. Most of these answers can be improved in 6 to 18 months with practical changes.

Do I need a broker to talk to buyers?

Not always. It depends on your business and your comfort. Either way, being prepared makes every conversation go better.

This guide is educational planning information, not legal or tax advice.