Preparing Your Exit: How Buyers Measure Sale-Readiness

Preparing an exit means aligning your company with the criteria buyers actually test: low owner dependency, reliable numbers, a broad customer base, transferable contracts and a second management level. Owners who address these points two to three years before the planned exit sell faster and on better terms.

The numbers show why this matters. According to the KfW Succession Monitoring 2025, around 545,000 owners in Germany aim for a succession by the end of 2029 — while 569,000 plan to close down. A large share of these businesses is simply not ready to be taken over. Sale-readiness cannot be built in three months.

Which exit routes are available is covered in Exit strategy. This article deals with the question before that: Would your company pass the test?

How do buyers measure sale-readiness?

Buyers and their advisors examine six fields in due diligence. Each of them can reduce the purchase price — or kill the deal.

Review field	What buyers want to see	Warning sign
Owner dependency	Business runs without the owner	Customer relationships and know-how sit with the owner only
Quality of numbers	Clean financials, credible planning	Mixed private/business items, no plan
Customer structure	Broad base, recurring revenue	One customer above 25–30 % of revenue
Contracts	Written, transferable, no change-of-control traps	Verbal agreements, expiring key contracts
Management	Second level with real responsibility	Every decision runs through the owner
Earnings	Stable, normalised earnings	One-off effects, unclear intercompany charges

Why is owner dependency the biggest obstacle?

Because the buyer is not buying the owner — they are buying the company without them. If customer relationships, pricing and decisions depend on one person, the buyer acquires a risk and prices it accordingly.

Reducing it takes longer than any other field. Handing responsibility to a second level, documenting know-how and broadening customer relationships takes years, not months. That is why this field comes first in any exit preparation. How to make a business transferable is covered in Preparing a succession.

How do you assess your own readiness?

Four questions deliver an honest first diagnosis.

Does the business run for three weeks without you — without customers noticing?

Could you hand a buyer three annual financial statements and a plan tomorrow, without explanations?

Would your largest customer stay if a new owner took over?

Do you know what your company is worth — from a traceable calculation rather than gut feeling? If not: What is my company worth?

Two or more no answers mean: the exit needs lead time. That is not bad news — each field can be worked on deliberately, and many measures also increase company value.

When should you start preparing?

Two to three years before the intended sale. That horizon is enough to reduce owner dependency, clean up the numbers and organise contracts — and it leaves room to choose the timing based on market conditions rather than pressure.

The concrete steps of the final 12 to 24 months are described in Preparing a company sale. The sale process itself typically takes 6 to 12 months in the market; with structured preparation and a managed process it can be condensed to 3 to 6 months.

What does exit-readiness mean?

Exit-readiness is the state in which a company passes a buyer's review without material findings: manageable independently of the owner, with reliable numbers, orderly contracts and a stable customer base. It is the precondition for any exit strategy to be executable.

How long does it take to make a company exit-ready?

Depending on the starting point, one to three years. Numbers and contracts can be organised in months; owner dependency and a second management level take considerably longer. The key is to start with the slow-moving fields.

Is preparation worthwhile even if I do not want to sell yet?

Yes. A sale-ready company is also a better-run company: less dependent, more transparent, more resilient. And if an unexpected offer or an emergency arrives, you can act instead of being cornered.

Selling a company is the most important transaction of an entrepreneur's life. Get independent, discreet guidance — IGCP Capital Partners. → igcp.at