The 90-Day Deal-Ready Playbook

What this playbook is designed to do

This playbook helps an SME move from an intention to sell or raise capital to an explainable, documented and governed transaction file. It structures 90 days of preparation so evidence gaps become visible, responsibilities are assigned, material documents are organised and disclosure can be controlled before buyers enter detailed diligence.

Ninety days is a preparation method, not a legal deadline, certification promise or transaction guarantee. Complex, regulated, multi-country, distressed or poorly documented businesses may need materially more time.

In the DealPME model, transaction readiness and Deal-Ready certification are distinct. The platform can structure evidence and remediation; certification remains a human institutional decision within its applicable scope. DealPME is not the certifier.

1. One-page roadmap

A gate never means “risk-free company”. It means the evidence is sufficient to make the next decision in a governed way.

2. Separate three concepts

2.1 A performing company

A profitable company can still be difficult to sell if accounts do not reconcile, key contracts are missing, ownership is unclear or the founder is operationally indispensable.

2.2 A company ready to be presented to a buyer

The business has a sufficiently structured file for a buyer to understand operations, ownership, performance, risks, commitments and dependencies without reconstructing the company from fragments.

2.3 Deal-Ready certification

Certification is a separate institutional status. Under DealPME process P06, CCI-Togo retains responsibility for criteria, expert selection and the decision to grant, renew or withdraw the label. Automatic certification is not permitted.

3. The eight readiness domains

Use worksheets/readiness-dashboard.csv to manage the file.

A. Corporate & ownership

Document RCCM/registration evidence, current constitutional documents, ownership structure and significant changes, relevant corporate decisions, signing authority, shareholder agreements where applicable, transfer restrictions and material subsidiaries/related entities.

OHADA's company-law Uniform Act covers corporate formation and operation, directors' responsibility, transformations, mergers, demergers, partial asset contributions, dissolution, liquidation and publicity rules.

Gate G1: legal identity, ownership and authority to prepare the transaction are documented or explicitly open as issues.

B. Finance & accounting

Prepare available financial statements, supporting ledgers where needed, revenue analysis, a bridge from management performance measures to accounts, non-recurring items, debt, cash, receivables/payables, working capital, fixed assets, CAPEX and known off-balance-sheet commitments.

OHADA's AUDCIF and revised SYSCOHADA provide the accounting framework within their applicable scope. This playbook does not replace accountant or statutory-auditor review.

Gate G2: material figures can be traced to identifiable accounting evidence and significant differences are documented.

C. Tax

Organise filings and payments, audits, disputes, arrears, withholding taxes, VAT/sector taxes, transfer-pricing issues where applicable, special regimes and available tax certificates.

Stop condition: a material tax issue that is not understood must be escalated to a qualified tax professional rather than “answered” by the platform.

D. Commercial & customers

Prepare revenue segmentation, customer concentration, material contracts/orders, retention where relevant, pipeline methodology, pricing and discounting, channel dependencies and geographic exposure.

Diligence question: what happens if the largest customer, main channel or critical market disappears?

E. Contracts & legal

Map material customer/supplier agreements, leases, financing documents, guarantees/security, IP licences, distribution/agency agreements, joint ventures, disputes and change-of-control/consent clauses.

Stop condition: validity, enforceability and legal-effect questions require qualified legal review.

F. People & management

Prepare organisation charts, leadership roles, key-person contracts, material compensation/incentives, founder dependency, succession/continuity, material employment disputes and significant benefit obligations.

Practical test: if the current owner is absent in six months, what stops working?

G. Operations, assets & technology

Document sites, key assets, ownership/leases, maintenance, capacity/utilisation, inventory, core IT, backup/cyber basics, software licences, technical dependencies and maintenance/growth CAPEX.

H. Permits, compliance & regulatory risk

Map licences, permits, HSE/ESG requirements where material, sector regulation, insurance, compliance procedures and known investigations/restrictions.

Where the company is distressed or potentially insolvent, route the issue to qualified professionals. OHADA insolvency law includes preventive and judicial procedures including conciliation, preventive settlement, judicial reorganisation and liquidation.

4. Use an evidence language, not a binary completeness score

This avoids the false comfort of one readiness score.

5. The 90-day workplan

Before Day 1 - Establish governance

Nominate a decision sponsor and preparation lead; define deal perimeter; restrict knowledge of the project; establish one controlled document channel; open the gap register; set the weekly cadence.

G0: sponsor, team, perimeter and confidentiality rule validated.

Stop: no clear authority to prepare the transaction or unresolved shareholder conflict affecting authority.

Days 1-15 - Establish file identity

Collect registration evidence, constitutional documents and key corporate records; reconcile key information; create the ownership map; list powers and transfer restrictions; identify related entities; build the first document index.

Outputs: corporate fact sheet, ownership map, authority map, document index v1.

G1: the legal perimeter is understandable.

Days 16-30 - Stabilise the numbers

Load available financial statements; reconcile key metrics; build monthly/quarterly views where evidence exists; identify non-recurring items; establish debt/cash, working capital and CAPEX; record data-quality limitations.

Outputs: financial evidence pack, performance bridge, debt/cash schedule, working-capital schedule, unresolved-calculation register.

G2: essential numbers are reconcilable or their limitations are explicit.

Stop: a material metric cannot be traced to a source or a significant discrepancy remains unexplained.

Days 31-45 - Understand the commercial engine and obligations

Analyse customer concentration, material contracts, supplier dependencies, pricing, pipeline, leadership, disputes and change-of-control obligations.

Outputs: customer concentration schedule, contract matrix, key-person map, litigation/issues list.

G3: dependencies that may affect value, risk or timetable are known.

Days 46-60 - Review operations and compliance

Review assets, ownership and maintenance; capacity constraints; IT and licences; insurance; tax documentation; permits; sector obligations; financial-distress indicators.

Outputs: asset register, operations risk map, tax/compliance file, permits register, insurance schedule.

G4: main operating and regulatory risks are documented and assigned.

Days 61-75 - Remediate and prepare disclosure

Prioritise gaps:

• P0: blocks presentation or creates immediate risk.
• P1: should be addressed before deep diligence.
• P2: can be disclosed with a credible remediation plan.

Assign owners/dates, close priority reconciliations, obtain professional validation, version documents, remove superseded files, classify confidentiality and prepare progressive disclosure logic such as T0/T1/T2 where applicable.

G5: the file can be opened in a controlled manner without releasing all sensitive information automatically.

Days 76-90 - Final review and launch decision

Test corporate consistency, financial reconciliation, material-risk visibility, confidentiality classification, professional validations, management readiness and disclosure discipline.

Three outcomes:

READY TO PRESENT - the file can enter controlled presentation.

REMEDIATE FURTHER - economics remain viable but material gaps should be addressed first.

STOP / PROFESSIONAL REVIEW - a legal, tax, solvency, ownership, fraud, compliance or authority issue requires prior professional/institutional judgement.

These are preparation statuses. They do not replace the CCI-Togo Deal-Ready certification decision.

6. Maintain five control documents

1. Readiness Dashboard - status, owner, critical gap, action, due date, professional review.
2. Gap Register - ID, domain, issue, evidence status, deal impact, owner, action, due date, reviewer, status.
3. Document Index - ID, domain, document, period, version, source owner, verification, confidentiality tier, review date.
4. Decision Log - record material changes to perimeter, disclosure, financial method, exceptions, professional validation or readiness status.
5. Disclosure Map - what may be shared at each stage. Available evidence is not automatically releasable evidence.

7. Questions before opening a data room

• Is the appropriate NDA executed?
• Is the buyer sufficiently qualified?
• Are identity and authority understood?
• Is the purpose of access clear?
• Is the requested evidence necessary at this stage?
• Would a redacted version or summary be sufficient?
• Should access expire?
• Is download necessary?
• Is an expert or clean team required?
• Is access logged?

A VDR is not simply a file folder. It is a controlled disclosure system.

8. Escalation triggers

Escalate immediately when material evidence indicates uncertain ownership, suspected fraud/falsification, significant litigation or investigation, unreconciled debt/guarantees, payment difficulty or potential insolvency, material tax exposure, missing critical permit, reviewer conflict, substantial contradiction between statements and documents, or any issue requiring qualified legal/tax/accounting/technical/regulatory judgement.

Rule: the platform does not resolve professional judgement questions through generated text.

9. Roles and governance

This reflects the P06 governance of the CCI-Togo pilot. Any other jurisdiction/institution needs its own documented governance.

10. Measure readiness without creating a misleading score

A single score can hide fundamentally different problems: a missing file, an accounting contradiction, a tax opinion required, a legal decision pending or verified evidence.

Use three dimensions instead:

Coverage - do we have the evidence?

Evidence quality - can it be verified?

Transaction impact - could the gap affect price, timetable, financing, conditions or closing?

Institutional certification may apply different criteria. The transaction-readiness dashboard must not pre-empt the institutional decision.

11. Owner's final checklist

Before controlled market presentation, the owner should be able to say:

• I know exactly which entity/assets are in scope.
• I know who is authorised to decide and sign.
• Key figures can be traced to accounts.
• Material gaps are documented, not hidden.
• Customer, supplier and key-person dependencies are understood.
• Critical contracts and permits are identified.
• I know which questions require professional judgement.
• Documents have clear versions and owners.
• I know what can be shared at T0, T1, T2 or equivalent disclosure stages.
• I know who can enter the VDR and why.
• I can explain the business without improvising on known risks.
• I am prepared to stop if a critical condition is not met.

12. Using the playbook with DealPME

Where the relevant capabilities are live and permitted, the playbook can connect to Deal-Ready, Pass Transmission, VDR, Deal-Experts, LegalTech/Tax workflows and RPS/T0-T1-T2 disclosure governance.

No product connection changes the responsibilities of the parties, institution or qualified professionals.

Sources and limitations

OHADA. AUDCIF/SYSCOHADA, the company-law Uniform Act, RCCM/commercial-law framework and insolvency Uniform Act provide the main official foundations used here. Tax, employment, sector and permit obligations may depend on national or other regimes.

DealPME. PRD v1.0 PR-READY and P04-P25 Process Reference P06. In the governed pilot, CCI-Togo retains the certification decision and automatic certification is prohibited.

Limit. This playbook is a transaction-preparation instrument. It is not legal, tax, accounting, employment, regulatory, investment or valuation advice and does not guarantee certification, financing or transaction completion.

This resource explains; it is neither legal, tax or financial advice nor a formal valuation. Have your situation validated by a professional.