What to Include in a Business Information Memorandum (IM)

A Business Information Memorandum, or IM, is a confidential sale document that gives qualified buyers a structured overview of a company before full due diligence. It should explain what the business does, how it makes money, its financial performance, customers, management, operations, market position, growth opportunities, reason for sale and proposed transaction. The best IMs are detailed enough to support an informed buying decision without becoming overly promotional or disclosing unnecessary sensitive information too early.

A Business Information Memorandum, usually shortened to IM, is one of the most important documents a seller prepares during a business sale.

It gives qualified buyers enough information to understand the company, assess whether it fits their acquisition criteria and decide whether to progress towards a meeting or offer.

A good IM should make the business attractive without becoming promotional at the expense of accuracy.

It should explain what the company does, how it makes money, its financial performance, customers, employees, operations, market position and growth opportunities. It should also give buyers enough context to understand important risks.

However, an IM should not contain every piece of confidential information a buyer may eventually request.

Customer names, individual employee data, detailed contracts, sensitive pricing and other commercially valuable information can usually be reserved for later stages of the sale once the buyer has been properly qualified.

Read our page on how to sell a business safely for a more in depth guide.

What is a Business Information Memorandum?

A Business Information Memorandum is a confidential sale document prepared for prospective buyers that provides a structured overview of the company being offered for sale.

It is sometimes called a:

• Information Memorandum
• IM
• Confidential Information Memorandum
• CIM
• Sales Memorandum

Terminology varies between advisers and transaction sizes, but the underlying purpose is broadly the same: to help a serious prospective buyer understand the opportunity before committing substantial time and resources to due diligence.

ICAEW's commercial due diligence guidance describes teasers and confidential information memoranda as examples of the higher-level information buyers may receive during the earlier stages of an acquisition process, before deeper management access and detailed investigation.

What should an Information Memorandum include?

A strong business Information Memorandum will normally cover:

The IM is a detailed summary, not the complete evidential record of the business.

Supporting documentation generally follows later through the data room and due diligence process.

What is the difference between an IM, teaser and data room?

These three parts of a sale process perform different jobs.

A teaser might tell a buyer:

Established B2B services company in the South East generating approximately £4 million revenue with recurring customer relationships and an experienced management team.

The IM would explain:

• What services the company provides
• How revenue is generated
• Historic financial performance
• Customer composition
• Employee structure
• Market positioning
• Growth opportunities
• Owner involvement

The data room might then contain:

• Full accounts
• Customer contracts
• Employment agreements
• Tax information
• Property documents
• Intellectual-property records
• Detailed financial schedules

The distinction matters because sellers should not release due-diligence-level information simply because a buyer has expressed initial interest.

When should you send an Information Memorandum?

An IM is normally sent after the buyer has passed an initial qualification stage and signed an appropriate non-disclosure agreement.

A practical sequence may be:

1. Buyer sees an anonymous teaser or listing.
2. Buyer expresses interest.
3. Seller establishes basic buyer identity and acquisition criteria.
4. Buyer signs an NDA.
5. Seller releases the IM.
6. Buyer reviews the opportunity.
7. Buyer asks initial questions.
8. Seller and buyer hold a call or management meeting.
9. Buyer provides an indicative offer or progresses to further evaluation.
10. More detailed information is released through the data room.

This is not a legal requirement or rigid transaction sequence, but it creates a sensible relationship between buyer commitment and information access.

ICAEW's guidance distinguishes early high-level material such as a CIM from more extensive due diligence involving detailed supporting financial information and management access.

Should an NDA be signed before sending the IM?

Usually, yes.

A good Information Memorandum may contain commercially sensitive information about:

• Revenue
• Profit
• Customer concentration
• Pricing
• Employees
• Suppliers
• Growth strategy
• Competitive positioning
• Business weaknesses

An NDA can establish how that information may be used and who may receive it.

It may also regulate:

• Disclosure to advisers
• Contact with employees
• Contact with customers
• Copies and downloads
• Public statements
• Return or destruction of information

However, an NDA is not a substitute for buyer qualification.

A buyer signing an NDA does not prove that they have sufficient funds or a genuine acquisition rationale.

For a broader seller-risk framework, read Selling a Business Safely.

What our experts say:

The IM should come after relevance has been established

Do not use the IM as the first response to every enquiry.

Before releasing it, you should normally understand at least:

• Who the buyer is
• What they want to acquire
• Whether your company broadly fits
• Their relevant background
• Whether the proposed deal size is realistic
• Whether confidentiality terms have been agreed

The IM contains enough information to be commercially valuable. Treat access to it as part of the buyer qualification process rather than an automatic download.

1. Start with a strong executive summary

The executive summary should allow a buyer to understand the opportunity in a few minutes.

It should normally cover:

• What the business does
• Where it operates
• Who it serves
• Broad financial scale
• Key strengths
• Seller rationale
• High-level growth opportunity
• What is being offered for sale

Example executive-summary structure

Business: Established UK-based technical services company serving commercial and industrial customers.

Scale: Approximately £6 million annual revenue with consistent profitability.

Customers: Diversified B2B customer base with a significant level of repeat business.

Operations: Experienced management and operational team with limited day-to-day reliance on the shareholder.

Opportunity: Scope to expand geographically and increase penetration across existing customer sectors.

Reason for sale: Majority shareholder seeking retirement following an agreed transition period.

That tells the buyer enough to understand the proposition without trying to sell the entire company in one paragraph.

2. Explain the company and its history

Give the buyer enough background to understand how the business reached its current position.

Include:

• Year established
• Founder or ownership history
• Important milestones
• Geographic development
• Major product or service launches
• Acquisitions where relevant
• Changes in ownership
• Current legal structure

Avoid a long corporate chronology unless it helps explain the company today.

For example, the fact that the founder opened the first office 30 years ago may be useful.

A detailed list of every office move probably is not.

Include the legal structure

Explain whether the business consists of:

• One trading company
• A holding company and subsidiary
• Several operating entities
• A property company
• Related companies that are excluded from the sale

Buyers need to understand what they are actually being invited to acquire.

Where the structure is complicated, use a simple organisation chart.

Public Companies House information can later be used by buyers to check registered company details, accounts, officers and filing information, so the IM should be consistent with the company's public record.

3. Explain exactly what the business does

Do not assume buyers understand your sector as well as you do.

Explain:

• Products
• Services
• How customers buy
• How the company delivers
• Pricing model
• Typical contract size
• Revenue model
• Sales cycle
• Recurring versus project revenue
• Seasonality

Example revenue breakdown

This gives the buyer more insight than saying:

The company has several diversified revenue streams.

Use charts and tables where they make the commercial model easier to understand.

4. Present the financial performance clearly

Financial information is one of the most important parts of the IM.

Buyers will usually want an initial view of:

• Revenue
• Gross profit
• Gross margin
• EBITDA
• Adjusted EBITDA
• Operating profit
• Recent monthly trading
• Growth
• Cash generation
• Forecast performance
  
  

Example financial summary

This is an illustrative example only.

The figures included in a real IM should reconcile with underlying financial records.

ICAEW describes financial due diligence as helping sellers, buyers and finance providers understand the financial performance of a business. That means headline numbers in the IM should be capable of surviving later scrutiny.

Explain significant trends

Do not simply provide numbers.

Explain:

• Why revenue increased
• Why margins changed
• Why profitability declined
• Why working capital moved
• Whether recent growth is sustainable
• Whether customer mix changed

For example:

Revenue grew by 12% in FY2026, primarily due to a full-year contribution from three framework agreements won during the previous financial year. Gross margin also improved as a higher proportion of revenue came from managed services.

That is more useful than allowing the buyer to guess why the numbers changed.

What should you include about adjusted EBITDA?

If you present adjusted EBITDA, show buyers how you reached it.

Possible adjustments may include:

• Exceptional legal fees
• Genuine one-off professional costs
• Owner-specific expenditure
• Non-commercial related-party costs
• Costs that will not continue after sale

You should also allow for replacement costs where necessary.

Example EBITDA bridge

Avoid presenting aggressive adjustments merely to increase the valuation.

If a cost happens every year, buyers are unlikely to regard it as exceptional simply because it is described that way in the IM.

What our experts say:

Assume every number will eventually be challenged

A buyer does not need to agree with every interpretation in the IM.

They should, however, be able to understand where the figures came from.

Before publication, ask:

• Does revenue reconcile to the accounts?
• Can every adjustment be evidenced?
• Does the customer analysis reconcile to total revenue?
• Are forecasts consistent with the current pipeline?
• Are margins calculated consistently?
• Have recent trading changes been reflected?

The IM is often the first detailed financial story the buyer sees. Inconsistencies discovered later can damage confidence beyond the specific figure involved.

Data insight:

Due diligence is designed to test the seller's story

ICAEW characterises due diligence as part of informed investment and divestment decision-making, with financial due diligence examining underlying financial performance and commercial due diligence examining areas such as markets, customers, business plans and projections.

That is why an IM should not be treated like an advertising brochure.

A buyer may later test statements about:

• Revenue growth
• Customer retention
• Margins
• Market share
• Pipeline
• Contract duration
• Management independence
• Forecast growth

The safest approach is to make important claims specific enough to be useful and evidence-based enough to survive diligence.

5. Explain your customers without oversharing

Customer information is important because buyers want to understand the durability and concentration of revenue.

Your IM may show:

• Number of active customers
• Customer sectors
• Average customer tenure
• Repeat or recurring revenue
• Retention
• Top-customer concentration
• Geographic mix

Example customer concentration table

This tells the buyer something meaningful without identifying customers by name.

Should you name customers in the IM?

Often, no.

Named customer information can be particularly sensitive where the potential buyer is a competitor.

Instead, you can use descriptions such as:

• Major UK retailer
• National professional-services group
• Global industrial manufacturer
• NHS supplier
• Regional construction company

Customer names can be disclosed later where necessary and appropriate.

6. Explain customer relationships and contracts

A buyer will want to understand whether revenue is:

• Contracted
• Subscription-based
• Repeat but non-contractual
• Project-based
• One-off

Include details such as:

• Typical contract term
• Renewal process
• Notice periods
• Retention rates
• Pricing mechanisms
• Change-of-control provisions where material
• Whether relationships depend on the owner

Do not describe revenue as "recurring" simply because the same customer has bought from you several times.

Explain what actually causes the customer to return.

7. Cover suppliers and supply-chain dependencies

Buyers also need to understand the other side of the commercial model.

Include:

• Number of important suppliers
• Concentration
• Key terms
• Alternative suppliers
• Lead times
• Geographic exposure
• Exclusivity where relevant
• Supplier rebates
• Dependency on particular components

You may initially anonymise suppliers where the commercial terms are sensitive.

Highlight genuine risks.

For example:

Approximately 35% of raw-material expenditure is sourced from one specialist manufacturer. The relationship has operated for nine years, with alternative suppliers identified but not currently used.

That is much more credible than:

The company has no significant supplier risks.

8. Introduce the management team

A buyer needs to understand who operates the company after the shareholder leaves.

Include a concise profile of:

• Managing director
• Finance lead
• Sales leadership
• Operations leadership
• Technical leadership
• Other key managers

For each, consider:

• Role
• Years with company
• Relevant experience
• Main responsibilities

Avoid publishing unnecessary personal information.

An organisation chart is often more useful than several pages of biographies.

Explain owner dependency honestly

If the seller still:

• Holds key customer relationships
• Generates most new business
• Approves major decisions
• Manages operations
• Holds technical knowledge

say so.

Then explain the proposed transition.

For example:

The shareholder currently remains involved in strategic customer relationships and financial oversight but does not manage day-to-day operations. A six-month transition is anticipated following completion.

This gives buyers something realistic to evaluate.

9. Provide an employee overview

You do not need to provide every employee's personal details in the IM.

An initial workforce summary may include:

• Total employees
• Department
• Seniority
• Length of service
• Broad salary cost
• Employee turnover
• Key skills
• Use of contractors
  
  

Example workforce summary

Individual names, salaries, home addresses and employment contracts are generally more appropriate for controlled due diligence where required.

Employee considerations also depend on the transaction structure. UK government guidance confirms that employees may have protections where a business changes ownership, including under TUPE in applicable business transfers.

10. Explain the operations

Buyers should understand how the company actually functions.

Cover:

• Locations
• Premises
• Production or service delivery
• Capacity
• Systems
• Equipment
• Technology
• Logistics
• Quality control
• Accreditations
• Operational KPIs

If property is important, explain:

• Owned or leased
• Lease term
• Rent
• Break clauses
• Capacity
• Whether the property is included in the sale

If machinery or equipment is material, provide a high-level summary.

Detailed asset registers can follow during due diligence.

11. Explain intellectual property and technology

Relevant intellectual property may include:

• Trade marks
• Patents
• Designs
• Software
• Copyright
• Domains
• Databases
• Proprietary processes
• Trade secrets

Explain:

• What IP exists
• Who owns it
• Whether it is registered
• How important it is to the company

Do not include sensitive technical documentation, source code or trade-secret detail in the IM.

The purpose is to tell the buyer what exists and why it matters, not to give them unrestricted access to it.

12. Explain the market and competitive position

A strong IM helps the buyer understand the environment in which the business operates.

Cover:

• Market definition
• Principal customer groups
• Important trends
• Competitive landscape
• Barriers to entry
• Regulation
• Technology changes
• Company positioning

Commercial due diligence commonly tests a business's market, competitive position and assumptions supporting its business plan, so broad claims about the market should have a reasonable basis.

Avoid unverifiable statements such as:

• "The market leader"
• "No real competitors"
• "Unlimited market opportunity"
• "Completely recession-proof"

unless you can substantiate them.

Explain why customers choose the company

Possible differentiators could include:

• Technical expertise
• Faster service
• Proprietary technology
• Accreditations
• Geographic coverage
• Long customer tenure
• Product quality
• Distribution relationships
• Specialist knowledge

Specific evidence is more persuasive than generic adjectives.

13. Describe growth opportunities

Growth opportunities matter because buyers are purchasing future potential as well as historic earnings.

Possible opportunities include:

• Geographic expansion
• New products
• Cross-selling
• Digital sales
• Additional salespeople
• Price optimisation
• Capacity expansion
• New sectors
• Acquisitions
• International expansion
  
  

Distinguish opportunity from forecast

Suppose the company has never sold internationally.

It may be reasonable to say:

There is an opportunity to explore selected European markets where several existing UK customers already operate.

It would be much less defensible to say:

European expansion will generate £2 million additional revenue within two years.

unless there is strong evidence supporting that forecast.

Buyers generally recognise that growth opportunities carry execution risk.

What our experts say:

Do not sell the buyer their own upside

The IM should demonstrate opportunity without implying that every possible improvement has already been earned by the seller.

A buyer may create additional value through:

• Their own customer base
• Better technology
• Additional capital
• International reach
• Cost synergies

Those may justify a stronger offer from a particular buyer, but they are not the same as growth already embedded in the company.

The most persuasive growth section separates:

• Initiatives already underway
• Opportunities supported by evidence
• Longer-term possibilities

That makes the commercial story easier to trust.

14. Explain the reason for sale

Buyers will ask why the owner is selling.

Common reasons include:

• Retirement
• Succession
• Health
• Relocation
• Other business interests
• Desire to de-risk personal wealth
• Need for a larger owner to support growth

British Business Bank guidance specifically notes that prospective buyers will want to understand the seller's reason for selling.

Keep the explanation straightforward.

For example:

The shareholder has owned the business for 24 years and is seeking retirement. They are willing to provide a structured handover to support continuity.

Avoid vague language if the real reason is likely to emerge later.

If the company is experiencing financial difficulty, disclose the position appropriately rather than presenting the sale as purely retirement-led.

15. Explain the proposed transaction

Buyers should understand at a high level what is being offered.

The IM might state:

• 100% share sale
• Majority investment
• Asset sale
• Certain property excluded
• Seller willing to retain minority equity
• Desired handover arrangement

Do not attempt to write the legal deal in the IM.

Detailed matters such as:

• Warranties
• Indemnities
• Completion accounts
• Tax covenants
• Earnout drafting

belong later in the process.

16. State the process and next steps

A well-run IM can explain what happens next.

For example:

1. Buyer reviews the IM.
2. Initial questions are submitted.
3. Selected buyers attend a management meeting.
4. Indicative offers are requested by a stated date.
5. Preferred buyers receive further information.
6. Heads of Terms are negotiated.
7. The selected buyer enters due diligence.
8. Legal documents are prepared.
9. Completion follows once conditions are satisfied.

This can help create momentum and prevent buyers from assuming there is no structured timetable.

What should you not include in an Information Memorandum?

An IM should be detailed, but not unrestricted.

Information often better reserved for later includes:

Named customer lists

Especially where recipients could be competitors.

Complete customer contracts

Summarise key characteristics initially.

Individual employee information

Use aggregated workforce data before controlled diligence.

Detailed supplier pricing

Commercially valuable supplier terms may need restricted disclosure.

Passwords and system credentials

These should never be included in a marketing document.

Source code or proprietary technical information

Describe the asset rather than giving away the underlying IP.

Full personal data

Data-protection obligations continue to apply during acquisitions.

Detailed litigation correspondence

Material issues may need to be disclosed, but legal advice should guide how privileged or sensitive documentation is handled.

Tax records

Detailed returns and correspondence generally belong in the data room.

Bank account credentials

Financial statements may be relevant; operational account access is not.

Material that you cannot verify

Do not include claims simply because they make the business sound stronger.

Data insight:

Data protection applies during M&A due diligence

The ICO specifically states that mergers and acquisitions may involve data sharing and that organisations should consider what data is being transferred, the purpose for which it was originally obtained, the lawful basis for sharing and the need to document the process.

For IM preparation, this supports a practical principle:

use aggregated commercial information where that is enough to answer the buyer's question.

For example, instead of listing every employee with name, salary and date of birth, the IM may initially show:

• Number of employees
• Department
• Average tenure
• Total payroll cost

Detailed employee information can then be handled through an appropriate due-diligence process where necessary.

Should you include risks in the IM?

Yes, where they are sufficiently important to the buyer's understanding of the company.

The IM does not need to become a catalogue of every minor problem.

But presenting an obviously incomplete picture can backfire.

Examples of significant matters may include:

• One customer represents 35% of revenue
• An important lease expires shortly
• The owner generates most new business
• A material contract is due for renewal
• The business requires substantial capital expenditure
• Revenue fell significantly in the latest quarter
• A regulatory change will affect the company

Explain the issue accurately and, where appropriate, the mitigation.

For example:

The largest customer represented 27% of FY2026 revenue. The relationship has existed for 11 years and currently operates under a three-year framework agreement expiring in September 2028.

That allows the buyer to make an informed assessment.

How long should an Information Memorandum be?

There is no mandatory length.

For a typical SME, an IM may reasonably run to around 20–50 pages, depending on:

• Company size
• Complexity
• Number of business units
• Financial detail
• Sector
• Property
• Products and services
• Buyer audience

A small owner-managed business may need much less.

A diversified mid-market company may need considerably more.

Length should follow information requirements, not a predetermined page count.

A 70-page IM filled with generic market commentary is not automatically stronger than a concise 30-page document that answers the questions buyers actually have.

How should an IM be designed?

Presentation matters because buyers may review several opportunities simultaneously.

Use:

• Clear headings
• Short paragraphs
• Tables
• Charts
• Consistent financial periods
• Plenty of white space
• Professional photography where useful
• Clear page numbering
• A logical flow

Avoid:

• Dense text
• Tiny fonts
• Excessive stock imagery
• Unsupported marketing language
• Complicated charts
• Decorative graphics that obscure the information

A modern IM should feel credible and easy to navigate rather than like a glossy sales brochure.

Prepare your opportunity for serious buyers

A strong Information Memorandum helps qualified buyers understand your business while allowing you to retain control over the most sensitive information until later.

Valius brings UK business sellers, buyers and advisers together through one modern platform built to make business acquisitions simpler, more transparent and less fragmented.

Register with Valius to begin preparing your business for credible buyer interest.

Should you prepare the IM yourself?

You can, particularly where:

• The business is relatively straightforward
• You understand the financial information
• You have transaction experience
• Your accountant and solicitor can review relevant sections

However, an adviser may be useful where:

• The company is complex
• Several business units exist
• Financial adjustments require careful explanation
• The buyer universe is sophisticated
• Confidentiality is particularly sensitive
• The transaction value justifies additional preparation

Potential contributors include:

• Seller
• Finance director
• Accountant
• Corporate finance adviser
• Business broker
• Solicitor
• Tax adviser

The final document should still have one consistent voice.

Who should review an Information Memorandum before it goes out?

At minimum, the people responsible for important sections should verify them.

That may include:

Owner or board

Confirm the overall business description and strategic statements.

Finance team or accountant

Review:

• Historical figures
• EBITDA
• Adjustments
• Forecasts
• Revenue analysis

Solicitor

Review material legal statements and potentially sensitive disclosures.

Tax adviser

Review transaction or tax statements where included.

Senior managers

Confirm operational facts, where their involvement is appropriate and the sale is known to them.

Do not assume that because a broker or adviser drafted the IM, the seller has no responsibility for checking the information.

How often should the IM be updated?

Update it when material information changes.

Possible triggers include:

• New monthly or annual accounts
• Significant customer win
• Significant customer loss
• Material contract renewal
• Employee departure
• Forecast change
• Acquisition
• Legal dispute
• Change in sale structure

If the process runs for several months, buyers should not continue receiving outdated financial information simply because it appeared in the original IM.

Use a clear version number and publication date.

For example:

Information Memorandum – Version 2.1 – August 2026

This makes it easier to control which document buyers have received.

What happens after the buyer reads the IM?

A serious buyer may then:

• Submit questions
• Request clarification
• Hold an introductory call
• Meet management
• Request selected additional information
• Begin valuation work
• Speak with lenders
• Submit an indicative offer

This is still not full due diligence.

The purpose of the IM is to move the buyer from:

"This might be interesting."

to:

"I understand this opportunity well enough to decide whether I want to pursue it seriously."

Detailed verification comes later.

IM versus vendor due diligence

An Information Memorandum and vendor due diligence are different.

The IM is a seller-prepared overview of the opportunity.

Vendor due diligence is a more detailed independent investigation commissioned by the seller in anticipation of buyer diligence.

ICAEW notes that sell-side financial due diligence can involve full access to detailed supporting financial information and regular engagement with management.

Vendor due diligence may be considered for larger or more complex processes where several buyers need confidence in the same detailed financial information.

It is not necessary for every SME sale.

Common Information Memorandum mistakes

Making it too promotional

Buyers expect strengths to be highlighted, but excessive sales language damages credibility.

Hiding obvious weaknesses

Material risks are likely to emerge during due diligence.

Giving away too much

An IM should not contain every confidential customer, pricing or employee detail.

Providing too little financial information

A buyer needs enough information to assess earnings quality and potential value.

Using inconsistent numbers

Financial tables should reconcile throughout the document.

Overstating adjusted EBITDA

Unsupported add-backs are likely to be challenged.

Calling repeat revenue recurring revenue

Explain the actual commercial arrangement.

Publishing optimistic forecasts without evidence

Show what assumptions support growth.

Ignoring owner dependency

If the owner is operationally essential, explain the position and transition.

Using outdated information

Keep recent trading current during the sale process.

Forgetting the buyer's perspective

The IM should answer the questions a credible acquirer will naturally ask.

What our experts say:

Write the IM for the buyer's investment decision

A useful test for every section is:

What decision does this information help the buyer make?

Revenue history helps the buyer assess scale and trajectory.

Customer concentration helps them assess risk.

Management information helps them understand transferability.

Growth opportunities help them assess upside.

If a section does not improve the buyer's understanding of value, risk or strategic fit, consider whether it belongs in the document.

Business Information Memorandum checklist

Before releasing your IM, confirm it includes:

• Executive summary
• Business overview
• Company history
• Legal structure
• Products and services
• Revenue model
• Financial history
• Adjusted EBITDA bridge where relevant
• Recent trading
• Forecasts where appropriate
• Customer profile
• Customer concentration
• Revenue quality
• Supplier overview
• Management structure
• Employee overview
• Owner involvement
• Operations
• Property
• Systems and technology
• Intellectual property
• Market overview
• Competitive position
• Growth opportunities
• Reason for sale
• Proposed transaction
• Buyer next steps

Also confirm that:

• Numbers reconcile
• Claims can be supported
• Sensitive information has been removed
• Personal data has been considered
• Material risks are not misleadingly omitted
• Legal and financial sections have been reviewed
• Version and date are clear
• Recipients have been qualified
• Appropriate confidentiality arrangements are in place

A practical IM structure

A finished document could follow this sequence:

1. Executive summary
2. Investment highlights
3. Company history
4. Business overview
5. Products and services
6. Revenue model
7. Customers
8. Suppliers
9. Market and competition
10. Sales and marketing
11. Management and employees
12. Operations
13. Technology and intellectual property
14. Financial performance
15. Adjusted earnings
16. Forecasts
17. Growth opportunities
18. Reason for sale
19. Transaction overview
20. Process and next steps

The order can change depending on the company.

For a software company, technology and recurring revenue may move much earlier.

For a manufacturer, operations, facilities and machinery may deserve greater prominence.

The structure should reflect what creates value in the particular business.

Create an IM that survives due diligence

The best Information Memorandum is not the one that makes the company appear flawless.

It is the one that helps a serious buyer understand why the business is valuable while remaining consistent with what they will discover later.

A strong IM should:

• Explain the company clearly
• Demonstrate maintainable financial performance
• Identify the characteristics that drive value
• Make risks understandable
• Present growth opportunities credibly
• Protect unnecessarily sensitive information
• Give buyers a clear route to the next stage

Think of it as the bridge between an initial business-for-sale listing and full due diligence.

For the wider process, read Selling a Business Safely.

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