Company Sale Checklist: All Phases at a Glance

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

Those who do not want to run the process alone will find the guided variant under Selling a company.

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

How does a company sale work?

A company sale runs in nine phases: preparation, documents and data room, valuation, buyer approach, indicative offer with letter of intent, due diligence, contract negotiation, signing and closing, and handover. How long this takes is not officially recorded. Practitioners cite, from experience, six to eighteen months (see Frequently asked questions). The sequence generally stays the same, even if individual phases are shorter for small businesses.

The phases at a glance

Phase	Objective	Key to-dos
1 Preparation	Clarity on objective and roadmap	Reasons for sale, time horizon, price expectation, advisor team
2 Documents and data room	Complete factual basis	Build data room, collect contracts, figures, permits
3 Valuation	Realistic price range	Choose methods, work out value drivers
4 Buyer approach	Find suitable interested parties	Long list, short list, 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, purchase price mechanics
8 Signing and closing	Legally effective conclusion	Signature, fulfil conditions, completion
9 Handover	Smooth transition	Know-how transfer, communication, integration

The 2026 framework: figures you should know

Four figures help to place your own situation. They come from public surveys and describe the market, not your company.

Indicator	Value	Source
Companies ready for handover in Germany 2026 to 2030	186,000 in total, around 37,200 per year	IfM Bonn, Daten und Fakten Nr. 37, November 2025
Succession wishes of mid-sized companies until end of 2029	around 109,000 per year; business closures around 114,000 per year	KfW Succession Monitor Mittelstand 2025, January 2026
Targeted sale price of previous owners	on average around EUR 499,000, median EUR 375,000	KfW Succession Monitor Mittelstand 2025
Business takeovers in Austria 2025	8,202, about 55 % within the family, declining trend	WKO, as of July 2026

The figures from IfM Bonn and KfW differ because they define things differently: the IfM counts companies whose owner will withdraw for personal reasons within five years, the KfW evaluates a company survey. For you this means above all: there are many sellers on the market, and a carefully prepared process stands out. What this means for your region is summarised by the page Business succession in Germany. You get a first price range for your company with the company value calculator.

Phase 1: Preparation and defining objectives

At the start is an honest clarification of your own objectives. Why is the sale happening? By when? At what minimum price? Do you want to exit immediately or support a transition phase? Define the reason for sale, the time horizon and your price expectation. Assemble an advisor team early, at least one M&A advisor (see M&A advisor Vienna), a tax advisor and a lawyer. Put the internal documentation and the 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. Collect annual accounts for several years, current management accounts, material customer and supplier contracts, rental and leasing contracts, employment contracts, permits and intellectual property rights. Structure cleanly and spot gaps early. An incomplete data room costs time and trust in the 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 going into negotiations with false expectations.

Phase 4: Buyer approach

First create a long list of possible buyers, strategic as well as financial. Condense it into a short list of the most promising candidates. Approach them anonymously at first, via a short profile without naming the company (teaser). Only after signing a confidentiality agreement do you release details. How to identify buyers systematically is shown in the article Finding buyers. For smaller businesses, the business exchange nexxt-change is additionally an option: you can list there anonymously, use is free of charge according to IHK Nord Westfalen, and first contact runs via the chamber, so that confidentiality is preserved.

Phase 5: Indicative offer and LOI

On the basis of first information, interested parties submit indicative, non-binding offers. With the most suitable candidate you negotiate a letter of intent. It records price framework, structure, exclusivity and the further timetable. The LOI is usually not binding, but sets the guardrails for everything that follows. Details on the non-binding price can be found in the article indicative offer.

Phase 6: Due diligence

Now the buyer examines the company in detail: legally, financially, for tax and operationally. Manage the data room actively, answer questions promptly and clarify emerging findings openly. Transparency pays off here; concealed problems almost always surface. A structured preparation through a vendor due diligence can speed up the process considerably.

Phase 7: Contract and negotiation

The purchase agreement (share purchase agreement, SPA) regulates all terms in a binding way. Central points are the purchase price mechanics, warranties and guarantees, liability limits, non-competes and any earn-out provisions. 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, conditions precedent still lie between signing and closing, such as regulatory approvals or the consent of third parties. Only when these are fulfilled does closing take place, the economic and legal completion with payment of the purchase price and transfer of the shares. In an asset deal, that is, the transfer of the business instead of the shares, two points have to be clarified early. First, the employees: in Germany the acquirer enters into the existing employment relationships under § 613a BGB, the employees must be informed beforehand and can object within one month; in Austria, § 3 AVRAG regulates the transfer of employment relationships. Second, liability: anyone in Germany who continues a commercial business under the previous name is liable under § 25 HGB for the liabilities incurred in the business by the previous owner, unless something else has been agreed and announced; in Austria, the person continuing takes over the business-related legal relationships under § 38 UGB. Both belong in the purchase agreement and in coordination with your lawyer.

Phase 9: Handover

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

We support the entire process with timeline and roles in our service Selling a company.

Common pitfalls

• Preparing too late. Those who only begin tidying up when the buyer is already asking lose negotiating position.
• Unrealistic price expectation. Without a sound valuation, talks collapse or drag on unnecessarily.
• Gaps in the data room. Missing documents create mistrust and purchase price reductions.
• Neglecting confidentiality. A sale that becomes known too early unsettles employees, customers and suppliers.
• Talking to only one interested party. Lack of competition weakens your position considerably.
• Letting operations slip. Falling figures during the process depress the price immediately.

Industry-specific points such as warranties and guarantees are covered on our page Selling a construction company.

Frequently asked questions

How long does a company sale take?

There is no official statistic on this. The practitioners at KERN-Unternehmensnachfolge cite, in a 2021 article, from experience six to eighteen months in total (preparation 1 to 4, buyer search 1 to 4, negotiation 2 to 4, contract and completion 2 to 6 months); these are experience values, not a survey. The better the preparation, the shorter the later phases become.

When should I start preparing?

As early as possible, ideally one to two years before the planned sale. Then value drivers can be strengthened in a targeted way and weaknesses removed.

What is the difference between signing and closing?

Signing is the signature of the contract. Closing is completion, after all conditions precedent have been fulfilled. Weeks can lie between the two.

Why is the due diligence so important?

It is the buyer's review of the company. Findings can influence price and warranties. Clean preparation reduces the risk of renegotiation.

Do I need an advisor for the sale?

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

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Further questions that owners regularly ask before a sale — on cost, confidentiality, duration and process — are answered together in the frequently asked questions on selling a company.

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Sources, retrieved on 29.09.2026: IfM Bonn, Unternehmensnachfolgen in Deutschland 2026 bis 2030 (ifm-bonn.org, Daten und Fakten Nr. 37, November 2025); KfW Research, Nachfolge-Monitoring Mittelstand 2025 (kfw.de, Fokus Volkswirtschaft Nr. 526, 9 January 2026); WKO, Factsheet Nachfolge 2025 (wko.at); IHK Nord Westfalen on nexxt-change (ihk.de/nordwestfalen); Unternehmeredition, Wie lange dauert ein Firmenverkauf? (unternehmeredition.de, 5 March 2021); § 613a BGB, § 25 HGB (lxgesetze.de); § 3 AVRAG, § 38 UGB (jusline.at). Classification, not legal or tax advice.