If you own an HVAC, plumbing, electrical, contracting or manufacturing company, someone has likely already asked whether you'd ever sell. Maybe it was a competitor, a private equity group, or your CPA at tax time. Whether the answer is "next year" or "not for a long while," there's one part of the sale most owners overlook until it's underway: the buyer's attorney.
Before a buyer signs, their attorney reviews your business in writing. This post walks through the six areas they check first and how to get each one in order on your own schedule.
Most owners are not ready yet, and that is normal
About 7 in 10 owners say exit planning is a priority, yet only 42% have a written transition plan (Exit Planning Institute, 2023). Among owners without a plan, 63% say it's too early, and 45% say they're too busy (ideas42, 2025).
If that's you, you're in the majority. And there's a reason to start anyway: the top reason signed deals fell apart in 2025 was what the buyer found during diligence (Axial Dead Deal Report, 2025). In other words, deals rarely fail over price on day one. They fail over what turns up in the files afterward.
The good news is that almost everything a buyer finds was already in a file long before they arrived. Found early, most of it is ordinary and fixable.
The six areas a buyer's attorney reviews
1. Your customer agreements
The buyer wants to know that your revenue will continue after you leave. They'll review your service agreements, maintenance plans, and commercial contracts, looking for clear payment terms, a clear scope, and whether the agreements can transfer to a new owner.
Trade example: a stack of maintenance agreements represents valuable recurring revenue. If they don't allow assignment to a new owner, a buyer may discount the stack.
2. Your ownership documents
Who owns what, and who has the authority to sell? The attorney reviews your operating or partnership agreement, past ownership changes, and whether the paperwork aligns with how the business operates today.
Trade example: a company started by two partners with one truck, where one partner left years ago without a written buyout, raises a question a buyer will want answered before closing.
3. Your subcontractors and vendors
Buyers look at who you rely on and on what terms. They'll review subcontractor agreements, insurance certificates, and whether key vendor relationships can continue.
Trade example: a subcontract agreement pulled from a template site with no insurance requirement can leave the buyer exposed if one of that subcontractor's workers is hurt on a job.
4. Your employees
Your team is a major part of what a buyer pays for. The attorney reviews worker classification, overtime practices, written policies, and any agreements with key technicians.
Trade example: techs paid as 1099 contractors who work full schedules in your trucks and uniforms often raise classification questions in diligence.
5. Your insurance
The buyer wants to see that your coverage fits the business you run now. They'll compare your policies to your fleet, crew size, and the work you do.
Trade example: a policy last reviewed before you added three trucks and a commercial division may not align with the business the buyer is purchasing.
6. Your records
Finally, the attorney checks whether your agreements, permits, change orders, and approvals are documented and easy to find.
Trade example: change orders approved by text or phone are among the most common places a buyer finds gaps and among the easiest to fix going forward.
The hopeful part: years out is the best time to look
If selling feels far off, that's the ideal time to review these six areas. Nobody is in a hurry, so you can fix things one at a time on your schedule, without a buyer's deadline hanging over you.
Getting them in order pays off long before any sale. Clean paperwork makes it easier to bring on a partner, take on larger commercial work, work with lenders, or simply walk away from a bad deal with confidence. It's how you make choices now that give you more choices later.
Where to start
This week, pick one of the six areas and pull the documents. Most owners find two or three that need attention. That's normal.
If you'd like a second set of eyes, book a free 15-minute call with Eric. We'll talk through where your business stands and what to prioritize first.
This article provides general information, not legal advice for your situation. Reading it does not create an attorney-client relationship. Jeppson Law, LLP.