Company Sale Checklist: All Phases at a Glance

A company sale usually stretches over many months and runs in clearly delineated phases. Those who know the sequence and know what to do in each phase avoid idle time and renegotiations. This checklist guides through the entire process, from the first definition of goals to the handover.

It does not replace individual advice. Every sale has particularities that require adjustment. Tax and legal questions belong in the hands of a tax adviser and lawyer.

The phases at a glance

Phase	Goal	Central to-dos
1 Preparation	clarity on goal and roadmap	reasons for sale, time horizon, price expectation, adviser team
2 Documents and data room	complete factual basis	build data room, gather contracts, figures, permits
3 Valuation	realistic price range	choose methods, work out value drivers
4 Buyer approach	find suitable interested parties	longlist, shortlist, anonymous approach via teaser
5 Indicative offer and LOI	fix the framework of intent	collect indicative bids, negotiate LOI
6 Due diligence	review by the buyer	answer questions, manage data room, clarify findings
7 Contract and negotiation	binding terms	negotiate SPA, warranties, price mechanism
8 Signing and closing	legally effective conclusion	signature, fulfil conditions, completion
9 Handover	smooth transition	know-how transfer, communication, integration

Phase 1: Preparation and goal definition

At the start comes the honest clarification of your own goals. Why are you selling? By when? At what minimum price? Do you want to exit immediately or accompany a transition phase? Define the reason for the sale, the time horizon and your price expectation. Assemble an adviser team early — at least an M&A adviser, a tax adviser and a lawyer. Put your internal documentation and figures in order before third parties look in.

Phase 2: Documents and data room

The data room is the factual basis of the entire transaction. Gather annual accounts of several years, current management reports, material customer and supplier contracts, lease and leasing contracts, employment contracts, permits and intellectual property rights. Structure it cleanly and spot gaps early. An incomplete data room costs time and trust in due diligence.

Phase 3: Company valuation

Before approaching buyers you need a realistic price range. Choose suitable valuation methods and work out the value drivers of your company. A robust company valuation prevents you from entering negotiations with false expectations.

Phase 4: Buyer approach

First create a longlist of possible buyers, strategic and financial. Condense it into a shortlist of the most promising candidates. Approach anonymously at first, via a short profile without naming the company (teaser). Only after a non-disclosure agreement is signed do you release details. How to identify buyers systematically is shown in the article finding buyers.

Phase 5: Indicative offer and LOI

Interested parties submit indicative, non-binding offers on the basis of initial information. With the most suitable candidate you negotiate a letter of intent. It records the price framework, structure, exclusivity and the further timetable. The LOI is usually non-binding but sets the guardrails for everything that follows. Details on the non-binding price are in the article indicative offer.

Phase 6: Due diligence

Now the buyer examines the company in detail — legally, financially, fiscally and operationally. Manage the data room actively, answer questions promptly and clarify emerging findings openly. Transparency pays off here; concealed problems almost always surface. Structured preparation through a vendor due diligence can accelerate the process considerably.

Phase 7: Contract and negotiation

The purchase agreement (share purchase agreement, SPA) binds all terms. Central points are the price mechanism, warranties and representations, liability limits, non-compete clauses and any earn-out arrangements. The net debt is also defined here. Take the time to understand every clause.

Phase 8: Signing and closing

At signing the contract is signed. Often there are conditions precedent between signing and closing, such as regulatory approvals or third-party consent. Only when these are met does closing take place — the economic and legal completion with payment of the purchase price and transfer of the shares.

Phase 9: Handover

The sale does not end at closing. Plan the transition actively: know-how transfer, introducing the buyer to key customers and employees, clear communication internally and externally. A structured handover secures the value the buyer paid for.

We accompany the entire process with timeline and roles in our selling a company guide.

Common pitfalls

• Preparing too late. Those who start tidying up only when the buyer is already asking lose negotiating position.
• Unrealistic price expectation. Without a sound valuation, talks collapse or drag on needlessly.
• Incomplete data room. Missing documents create distrust and price discounts.
• Neglecting confidentiality. A sale that becomes known too early unsettles employees, customers and suppliers.
• Talking to only one interested party. A lack of competition weakens your position considerably.
• Easing off operationally. Falling figures during the process depress the price immediately.

Frequently asked questions

How long does a company sale take?

Often six to twelve months, depending on preparation, company size and buyer landscape. Good preparation shortens the later phases.

When should I start preparing?

As early as possible, ideally one to two years before the planned sale. That allows value drivers to be strengthened deliberately and weaknesses to be removed.

What is the difference between signing and closing?

Signing is the signature of the contract. Closing is the completion, after all conditions precedent are met. Weeks can lie between the two.

Why is due diligence so important?

It is the buyer''s examination of the company. Findings can affect price and warranties. Clean preparation reduces the risk of renegotiations.

Do I need an adviser for the sale?

An experienced M&A adviser structures the process, maintains confidentiality, organises competition among buyers and relieves you operationally. Tax and legal questions additionally belong with a tax adviser and lawyer.