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Business owners and advisers

What should a business sale Information Memorandum contain?

An Information Memorandum (IM) should help a prospective buyer understand how a business works, how it earns its money and which questions remain for due diligence. It is more than a company description or a collection of historical accounts.

01

Start with the business a buyer is evaluating

The opening should explain what the company sells, who buys from it, where it operates and why customers continue to use it. An effective executive summary brings these elements together without promising outcomes or presenting assumptions as facts.

Ownership, the vendor’s intended exit, the role of management and the basis of the proposed sale also affect how a reader interprets the opportunity. If the owner remains central to pricing, relationships or technical decisions, that dependency should be described rather than concealed.

02

Explain commercial strength and exposure

A buyer will consider the quality and concentration of revenue, not just its total. Written contracts, repeat purchase orders and one-off projects should be distinguished. Customer concentration, contract terms, transfer restrictions and material supplier dependencies deserve proportionate explanation.

An operations section should address people, delivery capacity, systems, premises and any regulatory or licensing requirements relevant to the business. Growth opportunities are useful only where their dependencies are identified.

03

Make the financial presentation traceable

A clear IM normally presents historical revenue, gross profit, operating performance and EBITDA by year. Where adjusted or maintainable EBITDA is used, the reconciliation must show what was included, removed or deducted, with reasons and supporting information.

The latest balance sheet adds important context. Cash, borrowing, working capital, provisions and lease obligations should not be reduced to a single headline number or assumed to transfer on particular terms.

04

Treat the IM as the start of scrutiny, not the end

An IM is not a substitute for due diligence, financial verification or legal advice. Descriptions and estimates should be checked with the seller, and unresolved matters should be identified. A good document makes the next conversation more useful—not less necessary.

General guidance only. Any financial adjustments and commercial statements require evidence and review for the particular business. This service does not replace due diligence, valuation, legal, tax or accountancy advice.