Documents You Need When Selling a Medicare Company

1. Pre-Market & Disclosure Documents

These documents are used to attract buyers while protecting your business's sensitive information.

Document	Purpose & Detail
Non-Disclosure Agreement (NDA)	Purpose: Protects confidentiality.Before a buyer sees any private data, they sign this to ensure they don't use your trade secrets, customer lists, or financial data to compete against you if the deal fails.
Confidential Information Memorandum (CIM)	Purpose: Marketing.Also called a “Pitch Deck” or “Prospectus,” this is a comprehensive book detailing the business's history, operations, market position, and growth potential to entice serious buyers.

Once a buyer is interested, these documents establish the framework of the deal before the final legal transfer.

Document	Purpose & Detail
Letter of Intent (LOI)	Purpose: Non-binding “handshake” in writing. It outlines the proposed purchase price, deal structure (asset vs. stock sale), and timeline. It usually includes a binding Exclusivity Clause (or “No-Shop”) preventing you from talking to other buyers for a set period.
Business Valuation Report	Purpose: Establishes the “Why.” A third-party report that justifies your asking price based on market multiples, discounted cash flow, or asset value.

The buyer will “open the hood” to verify everything you've claimed. You must provide:

Profit & Loss (P&L) Statements:Usually for the last 3–5 years, showing revenue, expenses, and net profit.
Balance Sheets: A snapshot of assets (what you own) versus liabilities (what you owe).
Tax Returns:Federal and state filings for the last 3 years to verify that the P&L numbers are accurate and tax-compliant.
Accounts Receivable/Payable Aging: Shows who owes you money (and how late they are) and who you owe money to.

Corporate Governance: Articles of Incorporation, Bylaws, Operating Agreements, and Board Meeting minutes showing the sale is authorized.
Intellectual Property (IP): Trademark registrations, patents, copyrights, and domain name ownership.
Material Contracts:Active leases, vendor agreements, and customer contracts. Buyers need to see if these are “assignable” (can be transferred to them).

Employee Roster: A list of roles, salaries, and benefits (usually anonymized until the very end).
Employment Agreements:Especially for “key employees” who are vital to the business's continued success.

These are the final, legally binding papers that officially transfer ownership.

Document	Purpose & Detail
Purchase & Sale Agreement (PSA)	Purpose: The Master Contract.Whether it's an Asset Purchase Agreement (APA) or Stock Purchase Agreement (SPA), this 50+ page document contains the final price, “Representations and Warranties,” and legal indemnifications.
Bill of Sale	Purpose: Proof of transfer. A short document that acts like a receipt, specifically transferring the title of tangible assets (equipment, furniture, inventory) from seller to buyer.
Disclosure Schedules	Purpose: Risk management.These are lists attached to the PSA that “disclose” exceptions—such as a pending lawsuit or a broken piece of equipment—to protect the seller from future “breach of warranty” claims.
Non-Compete Agreement	Purpose: Protects the buyer's investment. Prevents you (the seller) from opening a similar business across the street or poaching old clients for a specific number of years.
Closing Statement	Purpose: The “Settlement Sheet.” A spreadsheet showing the final flow of funds, including prorated expenses (like rent or utilities), broker fees, and the final wire transfer amount.