By Christoph Olivier
You have run the discovery call, the owner is interested, and now they want to see it in writing. For an exit planning advisor, the proposal is where a warm conversation either becomes a signed engagement or quietly stalls. The document has to do two jobs at once: sell the value of the work and set boundaries that protect you when the deal, the valuation, or the owner’s timeline shifts.
This article gives you a section-by-section proposal template you can copy and adapt. Each section has sample wording plus a fill-in prompt so you know what to change for each client. It also covers the compliance language you should include if you are a registered investment adviser or if your work touches the sale of a business. This is a marketing and operations guide, not legal, tax, or investment advice. Have your own counsel review your standard template before you send it.
What an exit planning engagement proposal actually is
An engagement proposal is a short business document that states who you are, what you will do, what the owner gets, what it costs, and how either side can end the relationship. It sits between the discovery call and the signed engagement letter or advisory agreement. Some advisors merge the two. Cleaner practice is to use the proposal to win agreement on scope and price, then reference or attach the formal agreement that carries the binding terms.
Exit planning proposals differ from generic consulting proposals in three ways. First, the work spans years, not weeks, so your scope has to describe phases. Second, the deliverables are often diagnostic and educational rather than transactional, which matters for how you describe outcomes. Third, the subject matter sits close to securities and business-brokerage rules, so your language has to stay careful about valuation and results.
The proposal template, section by section
Copy the sections below into your own document. Replace anything in [brackets]. Keep the order. Delete sections that do not apply to your model.
1. Cover and parties
Sample wording: “Exit Planning Engagement Proposal prepared for [Owner Name], [Company Name], by [Advisor Name / Firm], dated [Date]. Valid through [Expiration Date].”
Fill-in prompt: add your firm’s legal name, your registration status if you are an RIA, and a proposal expiration date so pricing does not sit open forever.
2. Background and objectives
Sample wording: “You have told us you want to [exit / step back / sell to a third party / transition to family or management] within approximately [timeframe]. Your stated priorities are [after-tax proceeds, employee continuity, legacy, personal readiness]. This engagement is designed to help you prepare for that transition and make informed decisions.”
Fill-in prompt: mirror the owner’s own words from your discovery call. Do not promise a specific sale price or a guaranteed close. State goals as the owner’s priorities, not as results you will deliver.
3. Scope of services
Describe the work in phases. A table keeps it scannable and sets expectations about what each phase includes.
| Phase | What we do | What you receive |
|---|---|---|
| 1. Discovery and readiness | Assess personal, financial, and business readiness. Review current financials and structure. | Readiness assessment and prioritized gap list |
| 2. Value and risk review | Identify value drivers, concentration risks, and areas to strengthen before a transition. | Findings summary and improvement roadmap |
| 3. Strategy and coordination | Build the exit options analysis. Coordinate with your CPA, attorney, and other advisors. | Written exit options overview and action plan |
| 4. Execution support | Support the plan through the chosen path with your deal team. | Ongoing advisory and progress reviews |
Fill-in prompt: keep or cut phases to match your service. If you do not perform business valuations, say the plan uses estimates and third-party valuation professionals. If you are not licensed to broker a sale, state that transaction execution is handled by a licensed intermediary.
4. Out of scope
Sample wording: “This engagement does not include: preparing a formal business valuation, providing legal or tax advice, drafting legal documents, acting as a broker or agent in the purchase or sale of the business, or guaranteeing any specific price, buyer, or closing date.”
Fill-in prompt: this section protects you. List every adjacent service an owner might assume is included. It is easier to add scope later than to claw back an assumption.
5. Roles and responsibilities
Sample wording: “We will [lead the planning process, coordinate your advisory team, and prepare the deliverables above]. You will [provide financial records, respond to information requests within [X] business days, and make final decisions]. Your other advisors will [provide legal, tax, and valuation opinions within their licenses].”
Fill-in prompt: name the CPA, attorney, and any M&A intermediary if known. Owners move faster when they see the whole team on paper.
6. Timeline and milestones
Sample wording: “We estimate Phase 1 takes [X weeks], with the full readiness and strategy work spanning [X months]. Timing depends on your responsiveness and on decisions outside our control.”
Fill-in prompt: give ranges, not fixed dates. Exit timelines slip for reasons that have nothing to do with your work, so protect yourself with estimate language.
7. Fees and payment terms
Sample wording: “Fees for this engagement are [flat fee of $X per phase / monthly retainer of $X / $X plus applicable state tax]. Invoices are due [net 15]. This engagement does not include any success fee or commission tied to a sale.”
Fill-in prompt: choose your model and state it plainly. If you are an RIA, describe fees in a way consistent with your Form ADV. If you charge any fee connected to a completed transaction, get legal advice first, because that structure can pull you into broker-dealer or M&A broker territory.
8. Assumptions
Sample wording: “This proposal assumes the information you provided is accurate and complete, that your business continues normal operations, and that you engage the other advisors this plan requires.”
Fill-in prompt: list anything you are relying on. Assumptions convert into change-order triggers if the facts turn out to be different.
9. Disclosures
Sample wording: “[Firm] is [a registered investment adviser / not a registered investment adviser / not a licensed broker-dealer]. Nothing in this proposal is a guarantee of any financial outcome, sale price, or business value. Advisory services are described in our [Form ADV Part 2 / disclosure documents], available on request. This proposal is not legal, tax, or investment advice.”
Fill-in prompt: match this to your actual registrations. Do not copy another advisor’s disclosures. This block is the most compliance-sensitive part of the document.
10. Confidentiality, term, and acceptance
Sample wording: “Both parties will keep shared information confidential. Either party may end this engagement with [X days] written notice, with fees due for work completed. To proceed, sign below or countersign the attached engagement agreement.” Add signature and date lines for both parties.
Fill-in prompt: keep the acceptance step simple. One signature line and a clear next action lift completion rates.
Compliance and the mistakes that sink proposals
The compliance line for exit planning advisors runs through two frameworks. If you are a registered investment adviser, the SEC Marketing Rule governs how you present your services, testimonials, and any performance figures, and it requires that claims not be misleading. If your work moves toward facilitating an actual sale of a business, the SEC M&A broker framework and broker-dealer rules become relevant, and the wrong fee structure or role can require registration you do not have. Again, this is general information, not legal advice.
Common mistakes to avoid in your proposal:
- Promising a specific sale price, multiple, or valuation. Frame value as an estimate produced by qualified professionals, never as a number you guarantee.
- Attaching a success fee to a completed sale without legal review. That structure can put you inside broker-dealer or M&A broker rules.
- Using client testimonials or results without the disclosures and substantiation the Marketing Rule requires if you are an RIA.
- Blurring the line between planning and legal or tax advice. Say clearly that owners must rely on their attorney and CPA for those opinions.
- Describing outcomes as certain. “You will net X” is a claim you cannot control. “We help you prepare to pursue your goals” is defensible.
How the proposal fits your wider growth plan
A strong proposal template closes more of the leads you already earned, but it does not create those leads. It sits at the bottom of a system that starts with your positioning, your referral relationships, and your outreach. If you want the demand side working as well as this document works, build it into a complete marketing plan for exit planning advisors so every proposal you send lands with a prospect who already trusts you.
If you want a second set of eyes on your proposal and the pipeline that feeds it, book a call and we will review where owners are dropping off and what to tighten.
Frequently asked questions
What should an exit planning proposal always include?
Parties, background and objectives, phased scope, out-of-scope items, roles, timeline, fees, assumptions, disclosures, and an acceptance line. The out-of-scope and disclosure sections protect you as much as the scope section sells the work.
How is a proposal different from an engagement letter?
The proposal wins agreement on scope and price and is often lighter and more persuasive. The engagement letter or advisory agreement carries the binding legal terms. Many advisors use the proposal to get a yes, then attach or reference the formal agreement.
Can I include a projected sale price in the proposal?
Avoid guaranteeing a price, multiple, or valuation. Frame any figure as an estimate from qualified valuation professionals and state that outcomes are not guaranteed. If you are an RIA, the SEC Marketing Rule requires that claims not be misleading. This is not legal advice.
Does charging a success fee change my compliance obligations?
It can. A fee tied to a completed sale of a business can bring you under broker-dealer or the SEC M&A broker framework. Get legal advice before you build any transaction-based fee into your proposal or agreement.
How long should the proposal be?
Long enough to set scope and boundaries, short enough to read in one sitting. Two to four pages is typical. Use a phase table for scope and keep the acceptance step to a single signature and a clear next action.
Should the proposal mention that I am not giving legal or tax advice?
Yes. State clearly that the engagement does not include legal or tax advice and that the owner must rely on their attorney and CPA for those opinions. Match your registration disclosures to your actual status rather than copying another firm’s language.