An exit planning advisor helps you get yourself and your business ready to leave, often years before a sale: what the business is worth today, what would raise that value, and what your personal, financial and tax plan should look like when you step away. An M&A advisor runs the sale itself: preparing the materials, finding and approaching buyers, creating competition, negotiating the offers and getting the deal to close.

The two roles overlap in the middle, which is why founders mix them up. The simplest way to tell them apart is what each one is measured by: an exit planning advisor by whether you are ready, an M&A advisor by whether the deal closes on terms you accept.

The short version

  • Exit planning advisor: planning, usually well before a sale. Readiness, value gaps, succession options and the owner’s personal financial picture.
  • M&A advisor: execution, from the decision to sell through closing. Materials, buyers, offers, negotiation and diligence.
  • Which you need: if a sale is several years away or you are not sure you want to sell, start with planning. If you want to sell in the next year or two, or a buyer has already approached you, you need someone who runs sales.
  • Both: many founders use both, with the planner focused on the owner and the M&A advisor focused on the transaction.

What an exit planning advisor does

Exit planning looks at the business and the owner together. A typical engagement covers:

  • Readiness: how dependent the business is on you, how clean the financials are, and what a buyer would question.
  • Value gaps: the difference between what the business is worth today and what it could be worth, and the improvements that close the gap.
  • Exit options: a sale to an outside buyer, a sale to management, a transfer to family, an employee ownership plan, or a gradual step back.
  • The owner’s plan: how much you need from the exit, what you want to do afterward, and how taxes, estate planning and family goals fit around it.

Many exit planning advisors are financial advisors, accountants, attorneys or consultants who add exit planning to their practice. The best-known credential is the Certified Exit Planning Advisor (CEPA), awarded by the Exit Planning Institute. It is a planning credential. On its own, it does not mean the holder runs sale processes.

What an exit planning advisor usually does not do is sell the company. Building a buyer list, approaching buyers confidentially, managing their questions and negotiating competing offers is a different job.

What an M&A advisor does

A sell-side M&A advisor represents the owner in the sale. The work typically includes:

  • preparing the confidential information memorandum, financial summary and data room;
  • building a list of strategic and financial buyers and approaching them without revealing who you are until they sign an NDA;
  • managing buyer questions and meetings so you can keep running the business;
  • bringing several buyers to the table at once, so price and terms are tested by competition;
  • comparing offers on more than headline price: cash at closing, earnouts, escrow, working capital and transition terms;
  • coordinating diligence, the purchase agreement and closing with your attorney and accountant.

For a fuller breakdown, read what an M&A advisor does, and for how M&A advisors differ from brokers, see business broker vs M&A advisor.

Side by side

When they work

  • Exit planning advisor: often years before a sale, and sometimes with no sale date in mind at all.
  • M&A advisor: from the decision to sell through closing, a span usually measured in months.

What you get

  • Exit planning advisor: a plan. A readiness assessment, a list of value improvements, and a personal and financial plan for the exit.
  • M&A advisor: a transaction. Buyer interest, offers, a negotiated purchase agreement and a closed sale.

How each is usually paid

  • Exit planning advisor: hourly, a fixed project fee, or an ongoing planning retainer. Some are paid through an existing wealth management or accounting relationship.
  • M&A advisor: usually a monthly retainer during the process plus a success fee at closing, often with a minimum fee. See what M&A advisors charge for how those structures work.

Who they focus on

  • Exit planning advisor: you and your family: personal goals, taxes, estate and life after the exit.
  • M&A advisor: the deal: price, terms, buyer quality and certainty of closing.

Which one do you need?

Start with exit planning if a sale is several years away, if you are not sure whether selling is the right move, or if your personal finances depend on decisions you have not made yet. Your accountant or financial advisor may already cover part of this.

Go to an M&A advisor if you want to sell within the next year or two, if a buyer has approached you, or if you need to know what the market would actually pay. Buyers usually ask for three years of financial statements plus the trailing twelve months, so improvements need time to show up in the numbers. A good M&A advisor will tell you plainly if the business is not ready yet, and what to fix first.

Use both when the owner side is complex: several shareholders, family members in the business, significant estate or tax questions. The planner keeps your personal plan on track while the M&A advisor runs the process, and the two should share what they learn. Planning is most useful when it reflects what buyers will actually pay, and an M&A advisor sees that every day.

Size matters too. Below roughly $1 million in value, a marketplace or business broker is usually the practical route to a sale. Above $400 million, an investment bank is usually the better fit.

Questions to ask either advisor

  1. What exactly will you deliver, and when?
  2. Will you run the sale itself, or hand that off to someone else?
  3. How are you paid, and what do I owe if the business does not sell?
  4. Who does the work day to day?
  5. How have you handled businesses like mine, in size and industry?
  6. How do you keep the process confidential from employees, customers and competitors?

Where Hello Exit fits

Hello Exit is a sell-side M&A advisor. It runs the sale for founders selling businesses from $1 million to $400 million, and it is the team behind 1,000+ acquisitions and exits.

Every engagement starts from accurate information. Hello Exit’s Exit Report is an advisory estimate that shows the strategic case, where strategic buyers exist, and the financial case side by side, along with an honest read on readiness. If the business is not ready to sell, Hello Exit says so and helps you get there before going to market. Its 18-step exit optimization framework covers that value work.

See what Hello Exit does and how the process works, from the first confidential call to closing.

If you are earlier in the journey, the business exit planning guide covers the levers worth improving first. For a fast read on where you stand, use the free Valuation Report for an advisory estimate range, and the Exit Readiness Tool to find the gaps a buyer would notice.

Common questions

Is an exit planning advisor the same as an M&A advisor?

No. An exit planning advisor prepares you and the business for an exit. An M&A advisor runs the sale: buyers, offers, negotiation and closing. Some firms offer both, so ask which work they will do themselves.

What is a Certified Exit Planning Advisor?

A Certified Exit Planning Advisor (CEPA) holds a credential from the Exit Planning Institute for advising business owners on exit planning. It shows training in planning, not experience selling companies, so ask any advisor how many sales they have run themselves.

When should I start exit planning?

Earlier than feels necessary. Buyers judge the business on its recent financial history, so changes such as reducing your own role, documenting add-backs or spreading revenue across more customers need time to show up in the numbers.

Do I need an exit planning advisor before I hire an M&A advisor?

Not necessarily. If you already know you want to sell and your personal plan is clear, an M&A advisor can assess readiness and tell you what to fix first. If you are unsure whether or when to sell, planning first is usually the better order.