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Buying & Selling a Business

Should I factor in the cost of things I'll need to fix before closing when I set my price?

TSL Written by the Treadstone Law team· Updated August 2026

It's worth thinking about, but generally in the opposite direction from how the question is often framed: fixing known issues before you set your asking price, where realistic, tends to serve you better than pricing in their cost and leaving them unresolved, since an unresolved issue often costs you more in buyer confidence and negotiating leverage than the fix itself would have cost.

The nuance is that not everything can, or needs to, be fixed before listing. Where a known issue genuinely can't be resolved in your timeframe, being upfront about it and having a realistic sense of what it would cost a buyer to address gives you a stronger position than hoping it goes unnoticed, since a buyer's own due diligence will typically identify the same issue and price it in regardless, often less favourably than if you'd raised it first with a clear plan.

The practical approach is triaging: fix what you reasonably can before you go to market, disclose clearly what you can't, and be prepared for buyers to factor the remaining items into their offer or ask for a holdback tied to them. A business lawyer can help you think through which known issues are worth resolving now versus disclosing and negotiating later.

Key takeaways

  • Fixing known issues before listing generally serves you better than pricing in their cost.
  • Unresolved issues often cost more in buyer confidence than the fix itself would.
  • Buyers' own due diligence will typically find unresolved issues regardless of disclosure.
  • Triage: fix what's realistic, disclose the rest clearly, and expect buyers to price in what remains.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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