United States guides

What documents do I need to sell my business in the US?

A buyer works through three categories of document: financial records (generally three years of federal tax returns, profit-and-loss statements and balance sheets that agree with each other), operating records (asset and inventory lists, supplier and utility accounts, insurance, customer concentration) and legal documents (entity formation papers, leases, customer and employee contracts, licenses, lien records). No federal rule makes a seller hand the buyer a prescribed financial disclosure statement before contract, but many states do require a bulk sale tax notice before the buyer pays or takes possession, and skipping it can leave the buyer liable for your unpaid sales tax. After closing, the IRS period of limitations sets your retention clock: three years for most records, at least four for employment tax records, and longer for records relating to property you sold. What applies to your sale depends on your state, your entity type and your industry, so confirm it with your attorney and accountant.

By the bizflip team · Published 15 September 2026 · Facts checked 15 September 2026 · Sources listed below

There is no official checklist for selling a business in the US, because a sale is a private transaction rather than a regulated filing. What exists instead is a predictable set of documents that buyers, their attorneys and their lenders ask for; a small number of state filings that have to happen around closing; and records you are required to keep long after the money clears. This page covers all three.

The three categories a buyer works through

Diligence on a small business almost always sorts into the same three buckets: financial records, operating records and legal documents. The Small Business Administration's guidance on selling a business puts a valuation at the front and an attorney-reviewed sales agreement at the end, and most of what sits between them is document production. If the buyer is financing with an SBA-backed loan, the lender underwrites on top of the buyer's own diligence, so the same documents get read twice by people applying different standards. How to sell a business in the US sets out that sequence; this page is the paperwork behind it.

Financial records

Three years is the working assumption. Buyers and lenders want federal tax returns, profit-and-loss statements and balance sheets that agree with one another. A P&L that does not tie back to the tax return is the most common reason a deal stalls, and it is cheaper to reconcile now than to explain later.

• Federal income tax returns for the business, generally the last three years.
• Profit-and-loss statements and balance sheets for the same period — monthly or quarterly as well as annual.
• Bank statements and merchant-processing statements that corroborate reported revenue.
• Accounts receivable and accounts payable aging reports.
• A debt schedule: term loans, lines of credit, equipment finance, business credit cards, and any seller-financed note still outstanding from when you bought the business.
• Payroll reports, and the quarterly employment tax returns behind them.
• State and local filings — sales and use tax returns, franchise or gross receipts tax returns, and property tax bills on business assets.
• An add-back schedule: the owner compensation and personal expenses you want treated as discretionary earnings, each one documented.

Expect the add-back schedule to be argued over line by line, and expect a lender to disallow items a buyer might have accepted. How much is my business worth covers which add-backs survive scrutiny and which do not.

Operating records

• An asset register for tangible assets — equipment, vehicles, fixtures — with description, model and serial number, purchase date, cost and current or replacement value.
• An inventory list, with an honest view of what proportion is obsolete or unsellable.
• Utility and telecom accounts, with recent bills.
• Supplier and distributor accounts and contracts, including pricing and volume terms.
• Insurance: each policy, what it covers, what it costs, and the loss runs behind it.
• A customer list with a concentration analysis — what share of revenue the largest customers represent. This is one of the first numbers a buyer's lender looks for.
• An employee roster: roles, tenure, pay, benefits, and who has a written agreement and who does not.
• Written procedures and training material — anything that demonstrates the business runs without you personally.
• Intangible assets: trademark registrations, domain names, software licenses, social accounts, and who controls the logins.
• Marketing collateral and website analytics.

Legal documents

Read every contract before you hand it over, and check whether it can actually be transferred. In an asset sale the buyer takes only what is assigned to them, so a contract that needs the counterparty's written consent is a condition to be managed rather than an asset you simply pass across. Finding that out during diligence is worse than finding it out now. Asset sale vs stock sale explains why the structure changes which of these documents matter.

• Entity formation documents: articles of incorporation or organization, bylaws or operating agreement, the stock or membership ledger, minutes and resolutions, and a current certificate of good standing.
• The premises lease, plus any equipment or vehicle leases — and the assignment clause in each, which tells you whether the landlord or lessor can refuse consent.
• Customer contracts, master service agreements and outstanding warranty obligations, with remaining terms and values.
• Employee agreements, the handbook, benefit plan documents, and completed Forms I-9.
• Licenses and permits, with evidence that each is current.
• Litigation history and any open claims, demands or regulatory correspondence; environmental reports where the premises warrant them.
• The franchise agreement and any development or area agreement, if the business is a franchise.

Liens deserve their own paragraph. Security interests in business personal property are generally perfected by a UCC-1 financing statement filed with the secretary of state in the state where the debtor is located: for a corporation or LLC that is the state it was organized under, and for a sole proprietor it is the state of the owner's principal residence. Some collateral works differently — a lien on a titled vehicle is recorded on the certificate of title rather than in a UCC filing. Those filings are public and searchable, a filed financing statement stays effective for five years unless a continuation is filed, and a buyer's attorney will normally require UCC-3 termination statements for every outstanding lien as a condition of closing. Run your own search before the buyer runs theirs: loans paid off years ago routinely leave a live filing behind because nobody filed the termination.

Licenses and permits

There is no national register of business licenses to check. The SBA's position is that most small businesses need a combination of licenses and permits from both federal and state agencies, that federal licensing is activity-specific — alcohol, firearms, aviation, broadcasting, commercial fisheries and a dozen others, each with its own agency — and that what you need from the state, county or city depends on your business activities and location. Some activities the SBA groups with the federal list are actually state-issued: permits for oversize and overweight vehicles come from your state government, and the US Department of Transportation can only direct you to the correct state office. Some licenses expire on a set cycle, so the SBA's advice is to track renewal dates.

Each license then needs a decision: transfer it where the issuing body allows a transfer, or have the buyer apply in their own name. Liquor, health, childcare and professional licenses are the ones that usually cannot be handed over, and the reapplication can take longer than the rest of the deal. Find out the answer for each license from its issuer before you agree a closing date, not after.

There is no prescribed seller's disclosure statement — but there may be a bulk sale filing

No federal rule, and no general state rule, requires a seller of a private business to give the buyer a prescribed financial disclosure form before contract, and nothing about your contract becomes voidable for failing to produce one. What binds you instead is the ordinary law of misrepresentation and whatever representations and warranties you sign up to in the purchase agreement.

What many states do impose is a tax filing, and who has to make it varies by state — in New York it is the purchaser, in Wisconsin either party, and in Pennsylvania it is you, if you sell through a corporation, joint-stock association, limited partnership or company, since the bulk sale section reaches entities rather than sole proprietors. The mechanism is called a bulk sale notice or a tax clearance certificate, and the point of it is to give the state one last chance to collect your unpaid sales tax before the money leaves the table. Three examples show the shape of it:

The states differ on who files, what triggers it, and how long the revenue department has to answer, so check your own state's revenue agency early. From your side as seller, the practical consequence is that unfiled returns or unpaid sales tax will surface here, and a buyer whose attorney has read the statute will want purchase-price funds held in escrow until the certificate arrives.

Franchises are the one place US law prescribes a disclosure document, and it comes from the franchisor rather than from you. Item 17 of the Franchise Disclosure Document explains what a franchisee must do to get the franchisor's approval to sell. Do not assume your buyer will receive that document: under the FTC's Franchise Rule the 14-day disclosure requirement runs in favor of a prospective franchisee buying from the franchisor, and the FTC's Franchise Rule Compliance Guide states that someone buying an existing franchise directly from the franchisee who owns it is not a prospective franchisee and is not entitled to disclosure unless the franchisor takes a more significant role in the sale than approving the transfer. What does bind your deal is the franchise agreement's own transfer and consent machinery, so if you are selling a franchised outlet, start the franchisor's approval process before you start marketing.

The purchase agreement

The buyer's attorney usually drafts it; yours should review it. The SBA's guidance on the sales agreement is blunt and worth using as a completeness test: list all inventory in the sale along with the names of the seller, buyer and business, and do not leave out any assets and liabilities, because that creates problems even after the sale has been finalized. Beyond that, the agreement carries the representations and warranties about everything above, the indemnity if one of them turns out to be wrong, any working-capital adjustment, and the non-compete. Whether you are selling assets or the entity itself changes both the documents and the tax outcome, and that is a decision to make with your accountant, not from a checklist.

Documents and registrations that move at closing

• Employer Identification Number. This is not transferable in an asset sale. The IRS instructions for Form SS-4 tell a purchaser not to use the former owner's EIN unless they became the owner of a corporation by acquiring its stock, so in most deals the buyer applies for their own.
• Assumed name or DBA. A fictitious-name registration is not assigned like a title. The usual route is that the seller files a statement of abandonment and the buyer files its own certificate — with the secretary of state for a registered entity, or the county clerk for a sole proprietorship, depending on the state. Texas, for example, requires a new assumed name certificate within 60 days once the information in the existing one has become materially misleading. There is no national business-names register.
• Employee records and Forms I-9. A successor employer chooses between treating acquired staff as new hires and completing fresh Forms I-9, or treating them as continuing in employment and obtaining and maintaining the previously completed forms — in which case, USCIS is explicit that the employer accepts responsibility for any errors or omissions on those forms. There is no US federal rule obliging a seller to hand transferring employees' records to the buyer or requiring the buyer to ask for them; what you agree about records is a contract term, not a statutory duty.
• Advance notice, if the sale involves closings or layoffs. The WARN Act applies to employers with 100 or more employees and requires at least 60 calendar days' advance written notice of a plant closing affecting 50 or more employees at a single site. For a mass layoff the threshold is 500 or more employees, or at least 50 employees where they make up at least a third of the workforce at that site — part-time employees excluded from both counts. On a sale, the Department of Labor's position is that the seller is responsible for notice of any closing or mass layoff up to and including the time of the sale, and the buyer for any that takes place after the sale is completed.
• Lien terminations, lease assignments and license transfers or reissues — each one a separate piece of paper with its own counterparty and its own timetable.
• Final federal tax filings. Depending on your entity and the structure, that can include Form 4797 for sales of business property, Form 8594 allocating the purchase price across asset classes, Form 966 for a corporate dissolution or liquidation, the final quarterly employment tax return, the annual FUTA return, W-2s for employees and 1099-NECs for contractors. Closing the IRS business account takes a letter with the legal name, EIN, address and reason — and the IRS will not close the account until all necessary returns are filed and all taxes owed are paid.

What you keep after the sale

Selling does not end your record-keeping obligations, and the clock is not a single one: retention is tied to the period of limitations on the return the record supports, so one business can be holding four different documents on four different clocks.

Your state revenue agency and any industry regulator set their own periods on top of these, and they are not always the same as the federal ones, so check both before you shred anything. Note also that the property-records rule is the one most often missed: the sale itself is the disposal event, so records about the assets you sold have to survive the sale rather than leave with them.

Customer data runs the other way. Privacy here is largely state law, and the state statutes tend to carve transfers out rather than in — under the California Consumer Privacy Act, transferring personal information as an asset that is part of a merger, acquisition or bankruptcy is not treated as a sale, provided the recipient uses and shares that information consistently with the Act, and a recipient that materially changes how it uses the data has to give consumers notice first. That is a permission to transfer, not a license to be careless: customer records you are not keeping should be securely destroyed or de-identified, and state breach notification laws still apply to a file of customer data shared with the wrong bidder.

Where to start

Almost everything on this page is a document you are already supposed to hold. The work is less about producing new paperwork than about finding the gaps: the expired permit, the lease with no assignment clause, the largest supplier you have never had a written contract with, the paid-off equipment loan that still shows as a live UCC filing. Those take weeks to fix, which is why the assembly starts before the listing rather than after an offer. Organize the set so it can be released in stages — a teaser with nothing identifying, then financials under a non-disclosure agreement, then the legal file once a letter of intent is signed — and keep a log of who saw what. bizflip includes a free data room for exactly that staged release.

Sources

Every load-bearing claim in this guide, and where it comes from:

• IRS periods of limitations for keeping records: 3 years generally; 3 years from filing the original return or 2 years from paying the tax, whichever is later, for a claim for credit or refund; 7 years for a claim for a loss from worthless securities or a bad debt deduction; 6 years where income that should have been reported is more than 25% of gross income shown on the return; indefinitely if no return is filed or a fraudulent return is filed. Employment tax records must be kept at least 4 years after the date the tax becomes due or is paid, whichever is later, and records relating to property kept until the period of limitations expires for the year in which the property is disposed of. — IRS
• IRS closing-a-business requirements: Form 4797 Sales of Business Property for each year you sell or exchange property used in your business; Form 8594 Asset Acquisition Statement Under Section 1060 if you sell your business; Form 966 Corporate Dissolution or Liquidation; final Form 941/944 for the quarter final wages are paid; Form 940 FUTA return; Form W-2 to each employee; Form 1099-NEC for contractors. To close the IRS business account, send a letter with the complete legal name of the business, the EIN, the business address and the reason — and 'We cannot close your business account until you have filed all necessary returns and paid all taxes owed.' Keep records relating to property until the period of limitations expires for the year of disposal, and all employment tax records for at least four years. — IRS
• Form SS-4 instructions, Line 10 'Purchased going business': 'Check this box if you purchased an existing business. Don't use the former owner's EIN unless you became the "owner" of a corporation by acquiring its stock.' — IRS
• SBA guidance on selling a business: use a business valuation to set a monetary value before marketing to prospective buyers; the sales agreement should 'List all inventory in the sale along with names of the seller, buyer, and business'; 'Don't leave out any assets and liabilities, or this can create problems even after the sale has been finalized'; and an attorney should review the sales agreement 'to make sure it's accurate and comprehensive.' The closing section notes the need to 'Cancel registrations, permits, licenses, and business names.' — U.S. Small Business Administration
• SBA on licenses and permits: 'Most small businesses need a combination of licenses and permits from both federal and state agencies', with federal licensing issued activity-by-activity by named agencies (alcoholic beverages via the Alcohol and Tobacco Tax and Trade Bureau, firearms via ATF, aviation via the FAA, radio and television broadcasting via the FCC, commercial fisheries via NOAA Fisheries, and others); oversize and overweight vehicles are the exception the page itself flags — 'Permits are issued by your state government, but the U.S. Department of Transportation can direct you to the correct state office'; 'The licenses and permits you need from the state, county, or city will depend on your business activities and business location'; and 'Some licenses and permits expire after a set period of time. Keep close track of when you need to renew them.' — U.S. Small Business Administration
• New York bulk sale rules: the purchaser must file Form AU-196.10, Notification of Sale, Transfer, or Assignment in Bulk, 'at least 10 days before paying for or taking possession of any business assets, whichever happens first', and a purchaser who fails to follow the procedure 'may be held liable for any unpaid sales and use taxes owed by the seller'. — New York State Department of Taxation and Finance
• Pennsylvania bulk sales administration: clearance is applied for on Form REV-181, Application for Tax Clearance Certificate, and the purpose of the bulk sale law is so that 'a purchaser does not unknowingly become liable for all of a seller's Pennsylvania tax liabilities'. Note that the department's web page describes the trigger loosely as a transfer of 'more than 51 percent of assets', while the statute it administers, 72 P.S. § 1403, says 'fifty-one per centum or more'; the statute is the controlling text. — Pennsylvania Department of Revenue
• 72 P.S. § 1403 (Pennsylvania bulk and auction sales) places the duty on the seller, and reaches entities rather than individuals: 'Every corporation, joint-stock association, limited partnership, or company, which shall sell or transfer in bulk fifty-one per centum or more' of any stock of goods, wares or merchandise, fixtures, machinery, equipment, buildings or real estate 'shall give the Department of Revenue ten days' notice of the sale or transfer prior to the completion of the transfer of such property'; 'The seller or transferer shall present to the purchaser of such property a certificate from the Department of Revenue, showing that all State tax reports have been filed and all State taxes paid to and including the date of the proposed transfer'; and a purchaser who does not obtain that certificate becomes liable to the Commonwealth for the seller's unpaid taxes. Sole proprietors and individuals are not named in the section. — Pennsylvania Statutes, 72 P.S. § 1403
• Wisconsin successor liability and clearance certificates: 'The purchaser should withhold a sufficient amount from the purchase price to cover any unpaid sales and use taxes of the seller for that business'; 'The department must act on the request by either issuing the clearance certificate or issuing a notice of successor liability within 90 days of receiving the completed request'; and 'The clearance certificate protects the purchaser from incurring successor liability.' A clearance certificate can only be requested after the sale is complete, and either the seller or the purchaser may request it. — Wisconsin Department of Revenue
• A UCC-1 financing statement is filed by a creditor 'to give notice that it has or may have an interest in the personal property of a debtor', in order to perfect the creditor's security interest by giving public notice; filings are publicly searchable; a UCC-3 termination is 'used to end a lender's interest in the collateral' and indicates the loan was paid in full; a continuation extends the lien's effectiveness for an additional five years. — Vermont Secretary of State
• UCC § 9-515(a): 'a filed financing statement is effective for a period of five years after the date of filing'; § 9-515(c): on lapse 'a financing statement ceases to be effective and any security interest or agricultural lien that was perfected by the financing statement becomes unperfected, unless the security interest is perfected otherwise.' — Cornell Law School Legal Information Institute (Uniform Commercial Code)
• UCC § 9-307(b)(1): 'A debtor who is an individual is located at the individual's principal residence.' UCC § 9-307(e): 'A registered organization that is organized under the law of a State is located in that State.' Debtor location is what fixes the filing office, and therefore the office to search. — Cornell Law School Legal Information Institute (Uniform Commercial Code)
• UCC § 9-311(a): 'the filing of a financing statement is not necessary or effective to perfect a security interest in property subject to' a certificate-of-title statute; § 9-311(b): compliance with the requirements of such a statute 'is equivalent to the filing of a financing statement' — which is why a lien on a titled vehicle is recorded on the title rather than by UCC filing. — Cornell Law School Legal Information Institute (Uniform Commercial Code)
• USCIS on mergers and acquisitions: a successor employer may either 'complete a new Form I-9, Employment Eligibility Verification' for acquired employees or 'obtain and maintain the previously completed Form I-9'; and 'Employers who choose to keep the previously completed Form I-9 accept responsibility for any errors or omissions on those forms.' — USCIS
• USCIS Handbook for Employers: 'Federal regulations state you must retain a Form I-9 for each person you hire for three years after the date of hire, or one year after the date employment ends, whichever is later.' — USCIS
• FLSA recordkeeping: 'Each employer shall preserve for at least three years payroll records, collective bargaining agreements, sales and purchase records'; supplementary records supporting wage computations, such as timecards and work schedules, 'should be retained for two years'. — U.S. Department of Labor, Wage and Hour Division
• WARN Act coverage: 'employers with 100 or more employees (generally not counting those who have worked less than six months in the last 12 months and those who work an average of less than 20 hours a week)' must give 'at least 60 calendar days advance written notice of a plant closing and mass layoff affecting 50 or more employees at a single site of employment'. — U.S. Department of Labor
• 29 U.S.C. § 2101(a)(2)-(3) defines the thresholds behind that summary. A 'plant closing' is a permanent or temporary shutdown of a single site of employment (or one or more facilities or operating units within it) resulting in an employment loss during any 30-day period 'for 50 or more employees excluding any part-time employees'. A 'mass layoff' is a reduction in force, not the result of a plant closing, resulting in an employment loss at a single site during any 30-day period for '(i)(I) at least 33 percent of the employees (excluding any part-time employees); and (II) at least 50 employees (excluding any part-time employees); or (ii) at least 500 employees (excluding any part-time employees)'. — Cornell Law School Legal Information Institute (29 U.S.C. § 2101)
• DOL WARN Advisor on the sale of a business: 'If the termination or layoff takes place before the sale is made, the seller is responsible to give notice; if the termination or layoff occurs after the sale is made, the buyer is responsible.' — U.S. Department of Labor (elaws WARN Advisor)
• 20 CFR § 639.4(c): in a sale of part or all of a business, 'The seller is responsible for providing notice of any plant closing or mass layoff which takes place up to and including the effective date (time) of the sale, and the buyer is responsible for providing notice of any plant closing or mass layoff that takes place thereafter.' The same subsection adds: 'Affected employees are always entitled to notice; at all times the employer is responsible for providing notice.' — 20 CFR § 639.4 (WARN regulations)
• FTC's consumer guide to buying a franchise: 'Under the Franchise Rule enforced by the FTC, you must receive the document at least 14 days before you are asked to sign any contract or pay any money to the franchisor or an affiliate of the franchisor.' — Federal Trade Commission
• FTC Franchise Rule Compliance Guide, 'What Happens When an Existing Franchisee Sells His or Her Outlet?' (p.18): 'A transferee — a person who purchases an existing franchise directly from the franchisee who owns it, without any significant contact with the franchisor — is not a prospective franchisee. Even if the franchisor has, and exercises, the right to approve or disapprove a subsequent sale (transfer) of a franchised unit, the transferee will not be entitled to receive disclosures unless the franchisor plays some more significant role in the sale. For example, if the franchisor provides financial performance information to the prospective transferee, the franchisor would be required to provide the transferee with its disclosure document.' So the 14-day disclosure clock does not run in an ordinary franchisee-to-franchisee outlet resale. — Federal Trade Commission (Franchise Rule Compliance Guide, May 2008)
• Texas assumed name (DBA) filings: a new assumed name certificate must be filed where 'the information contained in the certificate is or becomes materially misleading', including a change in the registrant's name, address or business structure, 'within 60 days'; and a registrant no longer conducting business under an assumed name 'may file a statement of abandonment'. Entities file with the secretary of state; sole proprietorships and general partnerships file with the county clerk. — Texas Secretary of State
• California Civil Code § 1798.140(ad)(2)(C) (CCPA): 'sale' does not include where 'the business transfers to a third party the personal information of a consumer as an asset that is part of a merger, acquisition, bankruptcy, or other transaction in which the third party assumes control of all or part of the business, provided that information is used or shared consistently with this title'; and where the third party materially alters how it uses or shares the personal information in a manner materially inconsistent with the promises made at collection, it must provide prior notice of the new or changed practice to the consumer. — California Legislative Information (Civil Code § 1798.140)
• Every state, the District of Columbia, Puerto Rico and the Virgin Islands have legislation requiring notification of security breaches involving personal information — the framework that applies to customer data mishandled during a sale process. — Federal Trade Commission

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