The Course of a Company Sale: From Preparation to Closing
IGCP Capital Partners · Published · Updated

A company sale follows a structured process. The phases, the key terms (LOI, due diligence, SPA, earn-out) and why discretion protects value.
Selling a company is not a side project. A professional sale process (M&A process) follows a clear sequence — and precisely this structure protects value and negotiating position. Those who know the process make better decisions and avoid the typical mistakes.
For owners running an actual process, our approach to selling your company sets out how the mandate works.
The first step in the process is a realistic view of value. The free company valuation calculator by IGCP Capital Partners gives an indicative range based on your figures; how to approach preparation is set out in preparing your exit.
How long does a company sale take?
According to IGCP Capital Partners' assessment, a company sale typically takes 3 to 12 months, preparation included. This is a practical assessment by IGCP — not a statistic and not a guarantee. The duration depends on complexity, buyer search and depth of review. The range is the sum of the four phases:
| Phase | Duration (IGCP assessment) | What happens |
|---|---|---|
| Preparation | 0.5–2 months | Prepare figures, organise documents and data room, define the buyer list |
| Buyer approach | 1–3 months | Discreet approach, NDAs, first talks, indicative offers |
| Negotiation and LOI | 0.5–2 months | Compare offers, letter of intent (LOI) with exclusivity |
| Due diligence and contract | 1–5 months | Buyer review, purchase agreement (SPA), signing and closing |
| Total | 3–12 months | Sum of the ranges; the phases partly overlap |
Practical assessment by IGCP Capital Partners, as of 6 October 2026 — not a statistic, no guarantee. "Preparation" in the table means the immediate preparation of the transaction. Targeted value enhancement before that — less owner dependency, clean figures, orderly contracts — often needs 12 to 24 months of lead time and is not included in the 3 to 12 months (Preparing a company sale). The individual phases are explored in How long does a company sale take?.
How do other providers' figures differ?
| Provider (source) | Figure | What it measures | Source as of | Retrieved |
|---|---|---|---|---|
| exit-coach.de (/ablauf-unternehmensverkauf) | 6–9 months typical, 9–18 months complex | Phase table "Total (from marketing start)"; body text: 6–12 months, 12–24 months with preparation | 2 July 2026 | 6 Oct 2026 |
| butz-consult.de (/beratung/unternehmensverkauf) | 6–12 months on average | Company sale overall | 3 Aug 2026 | 6 Oct 2026 |
| KERN, via unternehmeredition.de (/wie-lange-dauert-ein-firmenverkauf) | 6–18 months | From collecting the documents to the final handover to the buyer | 5 March 2021 | 6 Oct 2026 |
Provider figures, not statistics. These are the providers' own statements, which IGCP has not verified; "source as of" is the date of the page's last change or publication. The figures differ because start and end are defined differently: some count from the start of active marketing, others from collecting the documents; the end may be signing, closing or the completed handover. Company size, sector, buyer universe and complexity add to this. The IGCP range includes preparation and ends with closing.
1. Preparation and readiness
Before any buyer approach comes the preparation: get the figures in order, formulate a robust equity story, reduce dependence on the owner and organise all documents for the later review. A well-prepared company not only achieves a better price — it also moves faster and more securely through the process.
In this phase, an anonymised short profile (teaser) and a more detailed information memorandum for serious interested parties often take shape.
Which work packages belong to preparing a company sale, what IGCP takes on and what you can prepare yourself is described under Preparing your exit: work packages, process and timeframe.
Facing this situation yourself? IGCP advises owners independently — the initial conversation is free of charge, without obligation and strictly confidential.
Request a free initial consultation →2. Valuation and strategy
In the second phase you clarify what is realistic and what the goal is: full sale, partial sale or an investor on board. The valuation delivers a value corridor from asset value, earnings value/DCF and market multiples; the strategy determines which buyer types are approached.
How the value comes about is set out in „What is my company worth?"; which buyer type suits which goal in „Strategic Buyer or Financial Investor?".
3. Buyer approach — discreet and curated
In phase three, suitable buyers are identified and approached confidentially, secured by a non-disclosure agreement (NDA). Discretion here is value protection, not style: if a sale becomes known too early, it unsettles employees, customers and suppliers.
Rather than broad scattering, a curated selection of the right counterparts is the better route. How the buyer search works systematically is shown in „How Do I Find the Right Buyer?".
4. Letter of Intent (LOI)
Serious interested parties submit an indicative, non-binding offer; with the most promising one a letter of intent (LOI) is agreed. It records the key points — price framework, structure, timetable, exclusivity — before the deeper review begins.
What a non-binding offer achieves is deepened in „Indicative Offer"; the LOI is explained in „Letter of Intent".
5. Due diligence
In due diligence the buyer examines the company carefully: finance, law, tax, contracts, personnel, sometimes technology and market. Here the preparation from phase 1 pays off — clean documents create trust and prevent subsequent price discounts.
What is examined is described in „What is a Due Diligence?".
6. Negotiation and purchase agreement (SPA)
The purchase agreement (share purchase agreement, SPA) governs not only the price but also warranties, liability and the structure — such as an earn-out, in which part of the price is tied to future performance. It is negotiated in parallel with or after due diligence.
7. Closing and transition
With signing and fulfilment of all agreed conditions the transaction is completed (closing): ownership and purchase price change hands. After that comes the orderly transition — knowledge, customer relationships and responsibility are handed over.
The market at a glance
The scale of the handover wave is considerable: for 2025 to 2034, according to BMWET and KMU Forschung Austria, some 52,500 Austrian businesses are due for handover — many of them through a sale. More on duration in „How Long Does a Company Sale Take?".
Selling a company is the most important transaction of an entrepreneurial life. Have it accompanied independently and discreetly — IGCP Capital Partners. → igcp.at
Which ten decisions you as the owner take yourself, before and while the process runs, is organised in the practical guide to selling a company.
Frequently asked questions
How long does a company sale take?
According to IGCP's assessment, typically 3 to 12 months, preparation included (practical assessment, not a statistic, no guarantee). The phases with their duration ranges are in the section "How long does a company sale take?" above.
How does a company sale work?
In seven phases: preparation, valuation and strategy, discreet buyer approach, letter of intent (LOI), due diligence, negotiation of the purchase agreement (SPA), and signing and closing with a subsequent transition. The biggest lever lies in the preparation.
What is the difference between a strategic buyer and a financial investor?
A strategic buyer pursues operational goals such as market access, products or customer access. A financial investor invests for returns, often with a growth and exit perspective over a number of years. Both can be the right partner — the competition between them protects the value.
What does earn-out mean?
Part of the purchase price is paid subject to success, tied to the company''s future development after closing. It bridges differing price expectations but shifts risk to the seller.
How do I preserve discretion?
Through anonymised approach via a teaser, non-disclosure agreements (NDA) and a curated, small buyer selection instead of a broad market approach. This keeps control over sensitive information with the seller.
Do I need an M&A adviser?
A structured process with several bidders usually lifts the price well beyond the adviser''s cost. What an adviser does and costs is shown in „M&A Adviser" and „What Does an M&A Adviser Cost?".
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