For most owners, selling a company happens once in a lifetime. Knowing the stages, timings and documents each one requires is what separates a well-run sale from a negotiation in the dark.
An owner who decides to sell enters territory they rarely know. They know the business better than anyone, but seldom the sale process — because, in most cases, they only do it once. This guide sets out the typical stages of selling a mid-sized company in Europe, from the first step to completion.
1. Decide what you want
Before any contact with buyers, answer three questions: sell everything or only part; stay on after the sale or not, and for how long; and which conditions matter beyond price — continuity for staff, the name, the location. The answers determine which buyers to look for.
2. Prepare the company (2–3 months, sometimes more)
- Organise the last three to five years of accounts and the current year.
- Calculate normalised EBITDA, stripping out personal and one-off costs.
- Review contracts with customers, suppliers, employees and landlords.
- Identify and, where possible, resolve tax, employment or licensing contingencies.
- Separate assets that are not part of the sale, such as property or personal vehicles.
3. Value the business
An independent valuation gives the seller a realistic range and arguments for the negotiation, usually combining EBITDA multiples, discounted cash flows and comparable transactions. It also helps decide whether selling now makes sense or whether it pays to wait and prepare further.
4. Prepare the sale documents
- Teaser: one or two pages describing the company without naming it.
- Non-disclosure agreement: signed by each buyer before receiving detailed information.
- Information memorandum: the full document on the company, market, team and numbers.
5. Identify and approach buyers (2–3 months)
A list of potential buyers is built — competitors, adjacent businesses, private equity funds, family offices, foreign investors — and each is approached directly with the teaser. Only those who show interest and sign the NDA receive the memorandum. In a good process several buyers move forward in parallel, which gives the seller negotiating power.
6. Receive offers and choose
Interested parties submit indicative offers with price, payment structure and conditions. The seller picks one or two to proceed and signs a letter of intent setting out the main terms and, usually, a period of exclusivity.
7. Due diligence (1–3 months)
The buyer and its advisers examine the company in depth: accounts, tax, contracts, employees, licences, litigation, through an organised data room. This is where most deals fall over or are repriced — and where the preparation in step 2 pays off.
8. Sale agreement and completion
The share purchase agreement is negotiated: final price and adjustments, payment terms, seller warranties, liability caps, conditions to completion. Once conditions are met, the deal is signed and ownership transfers.
How long it all takes
From preparation to completion, a well-run sale typically takes six to twelve months. The fastest are well-prepared companies with an obvious strategic buyer; the slowest are those that uncover problems in due diligence.
GestInvest runs company sales across Europe, from the first step to completion. See how we work on a business sale or ask for a first view of your company’s value.
Frequently asked questions
Can I sell without my employees knowing?
For most of the process, yes. Key staff are usually told near completion, in a planned way. Confidentiality is one of the reasons to use an adviser.
Do you sell the shares or the assets?
Selling the shares is most common for established companies; asset sales are used in specific cases. The choice has tax consequences and should be reviewed with tax advisers.
What does it cost to sell a company?
Mainly the fees of the financial adviser, lawyers and, sometimes, accountants. M&A fees usually combine a retainer and a success fee.
