BuyerQual / Guides / Datarooms

How to Set Up a Google Drive Dataroom to Sell Your Business

By the BuyerQual team. Based on firsthand experience selling a business on BizBuySell.

For a small business sale, you do not need enterprise dataroom software. A well-organized, correctly permissioned Google Drive folder does the job, and it is what most BizBuySell sellers and brokers actually use. The two things that matter are what goes in it and who can get in. Most sellers get the first roughly right and the second dangerously wrong.

What goes in the dataroom

• Financials: profit and loss statements and balance sheets for the last three years, plus year-to-date. If you have seller's discretionary earnings (SDE) calculations with add-backs, include the schedule; serious buyers will rebuild it anyway.
• Tax returns: business returns for the same three years. Buyers and their lenders treat returns as the ground truth against your P&L.
• Lease and premises: the current lease, any amendments, and transfer/assignment terms. For SBA-financed buyers this is often the first thing the lender asks about.
• Contracts: supplier agreements, recurring customer contracts, equipment leases, franchise agreements if applicable.
• Operations: equipment list with age and condition, org chart with roles and tenure (names optional at this stage), licenses and permits.
• Working capital picture: AR/AP aging summaries, inventory summary if relevant.

What to hold back until late diligence

Even NDA-signed buyers should not see everything on day one. Keep customer names, customer-level revenue detail, employee names with compensation, and anything resembling a trade secret out of the initial dataroom. Release those only when a signed letter of intent is in hand, and ideally directly rather than in the shared folder.

A folder structure that works

Number the folders so they sort in the order you want buyers to read them. Keep filenames descriptive and dated; "P&L FY2025 (accrual).pdf" saves you three clarifying emails.

Setting permissions correctly

This is where confidentiality is actually won or lost:

1. Never use "Anyone with the link." A link can be forwarded to anyone on earth, and you will never know. Every buyer inquiry email you got could end with your P&L on a competitor's desk. Keep the folder restricted.
2. Add each buyer's email as a Viewer on the top-level dataroom folder, only after their NDA is signed. Viewer, not Commenter or Editor.
3. Disable download, print, and copy for viewers. In Drive's sharing settings this is one checkbox, and it meaningfully raises the effort required to exfiltrate your documents.
4. Match the email to the NDA. Access should go to the same person who signed. A buyer asking you to "also add my partner" means the partner signs too.

Access hygiene over the life of the sale

A dataroom is not a set-and-forget asset. Keep a simple log of who was granted access and when. When a conversation goes quiet for a few weeks, revoke. When you update financials (monthly is right during an active process), note it so buyers know to re-look. At closing, your attorney will thank you for being able to say exactly who saw what, backed by signed NDAs for each name on the list.