John Crow 
Selling a business is exciting—but it can also be stressful. One of the biggest stress points is paperwork. Nashville business owners often ask: “What documents do I actually need to sell my business?”
The reality is that selling a business involves more paperwork than most people expect. From financial statements and contracts to state tax filings and final agreements, the process is document-heavy. The good news? With the right preparation, you can avoid delays, protect yourself legally, and make the sale as smooth as possible.
This guide walks through the paperwork you’ll need before, during, and after the sale—explained in plain English, with real-world examples of how Nashville business owners use them.
Why the Paperwork Matters
When buyers evaluate a business, they aren’t just buying equipment or a brand name—they’re buying confidence. Paperwork is how you prove that your business is real, profitable, and worth the price you’re asking.
Think of paperwork as your “trust builder.” Organized, complete documents give buyers peace of mind. Missing or sloppy paperwork can lead to:
- Lower offers
- Delayed closings
- Or even buyers walking away altogether
Types of Paperwork Needed to Sell a Business
Almost all the paperwork you’ll need falls into four categories:
Preparation documents: What you gather before talking to buyers
Marketing and negotiation documents: What you use to attract and secure a buyer
Due diligence documents: What buyers review before they commit
Closing documents: What you sign to make the deal official
Preparation Documents
These are the records you need before you even think about selling.
Financial Records
- Tax returns (at least the last three years)
- Profit and loss statements (monthly/annual)
- Balance sheets
- Cash flow statements
- Accounts receivable and payable lists
- Bank statements
- Buyers will rely on these numbers to value your business and verify its stability.
Corporate Records
- Articles of Incorporation/Organization
- Operating Agreement or Bylaws
- Shareholder or Member agreements
- Annual reports filed with the Tennessee Secretary of State
- These records prove legal ownership and authority to sell.
Licenses and Permits
- Tennessee business license
- Industry-specific licenses (contractors, liquor, healthcare, etc.)
- Local city or county permits
Without proper licenses, a buyer could inherit problems or delays.
Property & Lease Information
- Copies of leases
- Deeds or mortgage records
- Equipment lists with serial numbers
These help buyers know what real estate or property obligations come with the business.
Marketing & Negotiation Documents
Once you’re ready to sell, you’ll prepare documents that introduce your business to buyers and set the ground rules.
Confidential Information Memorandum (CIM)
This “pitch book” outlines your business operations, customer base, financials, and growth story. It’s optional for smaller businesses but expected in larger transactions.
Non-Disclosure Agreement (NDA)
Before you share sensitive data, require buyers to sign an NDA to protect confidentiality.
Letter of Intent (LOI)
The LOI is the buyer’s formal expression of interest. It sets expectations for:
- Purchase price and payment method
- Asset vs. stock sale
- Timeline for due diligence
- Exclusivity period
The LOI isn’t binding on every detail, but it’s the roadmap to closing.
Due Diligence Documents
Buyers want to verify every part of your business. Expect heavy requests for documentation.
Legal Documents
- Customer contracts
- Vendor agreements
- Loan and credit agreements
- Trademarks, patents, copyrights
- Equipment leases
- Articles of incorporation and amendments
Employee & HR Information
- Employee lists with roles, salaries, and tenure
- Copies of employment contracts
- Independent contractor agreements
- Benefits and retirement plan documents
- Non-disclosure or non-solicit agreements
Insurance Policies
- General liability, workers comp, professional liability, property and auto insurance
Litigation & Compliance
- Records of past lawsuits or claims
- Pending disputes
- Compliance audits and reports (important for healthcare, construction, finance)
In Tennessee, buyers may also require proof that all state business taxes—sales/use tax, franchise & excise tax—are current. Otherwise, they risk successor liability.
Closing Documents
These finalize the sale and transfer ownership officially.
Purchase Agreement: This contract defines the terms: price, what’s included, promises about the business, and indemnification obligations. It’s the backbone of the transaction.
Bill of Sale: Transfers tangible assets like equipment, vehicles, or furniture.
Assignment of Contracts: Moves customer and vendor agreements to the buyer, often requiring consent.
Lease Assignment: Transfers your commercial lease, usually with landlord approval.
Employment & Consulting Agreements: If the buyer wants you or staff to stay on, these agreements set terms.
Non-Compete or Non-Solicit Agreements: These protect the buyer by preventing competition or solicitation of clients. Tennessee law is evolving, so enforceability depends on timing and structure.
Closing Statement: Summarizes all funds moving at closing, similar to a real estate transaction.
Secretary of State Filings: For mergers or ownership changes, filings may be needed with the Tennessee Secretary of State.
Final Tax Filings
- Final sales tax return (due within 15 days of closing)
- Business tax close-out
- Final franchise & excise tax return
Real-World Examples
Example 1: Local Restaurant
Tom owns a Nashville restaurant. A buyer wants the whole company. Tom provides tax returns, contracts with suppliers, and his lease. At closing, they sign a Purchase Agreement, Bill of Sale, Lease Assignment, and Tom files a final sales tax return.
Example 2: Healthcare Software Startup
Rachel built a SaaS company. A national buyer requires software licenses, contractor agreements, and HIPAA compliance records. At closing, they sign a Merger Agreement, IP Assignments, and Rachel agrees to a consulting contract for two years.
Example 3: Family Construction Company
The Smith family owns a construction business. A competitor wants their equipment and contracts. Documents include OSHA records, equipment lists, and supplier agreements. They sign an Asset Purchase Agreement and assignments of government contracts.
Example 4: E-Commerce Business
Lisa runs an online retail store. A buyer requests vendor contracts, website hosting agreements, and IP rights for branding. She signs an Asset Purchase Agreement, transfers her domain, and assigns supplier contracts.
Common Mistakes with Paperwork When Selling a Business
1. Waiting until the last minute: Gathering paperwork can take months.
2. Incomplete records: Missing financials or unsigned contracts delay the process.
3. Employee uncertainty: Lack of agreements with key staff scares off buyers.
4. Overlooking taxes: Tennessee requires final filings within days of closing.
5. Signing too quickly: Always have an attorney review final agreements.
Each of these mistakes can cost thousands—or even sink a deal. Avoid them with preparation and legal guidance.
Timeline Checklist for Paperwork
- 3–12 months before sale: Gather financials, contracts, and licenses.
- 2–6 months before sale: Prepare CIM, NDAs, and start buyer conversations.
- When buyer is serious: Sign LOI and begin due diligence.
- 1–3 months before closing: Provide full due diligence docs, draft Purchase Agreement.
- Closing week: Sign agreements, Bill of Sale, assignments, Closing Statement.
- Within 15 days of closing: File final Tennessee sales tax and close-out business tax.
How Crow Estate Planning and Probate Helps Businesses
At Crow Estate Planning & Probate, PLC, we guide Nashville business owners through every step of the paperwork process:
- Organizing and preparing documents in advance
- Drafting NDAs, LOIs, and purchase agreements that protect your interests
- Coordinating with accountants to minimize taxes
- Ensuring Tennessee-specific filings are completed
- Managing closing so you walk away with confidence
Selling your business is about more than money, it’s about protecting the legacy you’ve built. Paperwork might not be glamorous, but it’s what makes the deal possible. With the right documents, you’ll give buyers confidence, speed up the sale, and maximize your outcome.
Thinking about selling your Nashville business? Don’t let paperwork slow you down. At Crow Estate Planning & Probate, PLC, we’ll help you get everything in order and guide you every step of the way. Contact our team today to schedule your free consultation.
About the Author
John Crow is the founder, owner, and principal attorney of Crow Estate Planning and Probate, PLC. With over a decade of legal experience in the areas of estate planning, probate, conservatorships, guardianships, and business planning, he serves clients in the greater middle Tennessee and southern Kentucky regions. He obtained his Bachelor of Arts degree in History from Vanderbilt University, then later received his Juris Doctorate from the Cumberland School of Law at Samford University. He is a lifelong Clarksville resident and is honored to have helped so many families over the years. Learn More.
Licensed in Tennessee and Kentucky