Preparing a Company Sale: The First 12–24 Months

Preparing a company sale ideally starts 12 to 24 months before the process — with clean numbers, orderly contracts and a business that runs without its owner. What is missed in this period cannot be recovered in negotiation. Buyers pay for order and independence; for risks, they deduct.

The sale process itself takes 6 to 12 months in the market. But its outcome is decided beforehand.

Why does preparation decide the price?

Because every buyer conducts due diligence during the process — a systematic review of numbers, contracts and risks. Every gap found there becomes a price reduction, a warranty or a holdback. Preparation means closing these gaps before a buyer finds them.

Add to that the market situation. According to the KfW Succession Monitoring 2025, around 545,000 companies in Germany are looking for a successor by the end of 2029. Buyers can choose. Well-prepared companies stand out — poorly prepared ones stay on the shelf.

Which documents do buyers expect?

A serious buyer expects the annual financial statements of the last three years, current management accounts, an overview of the material contracts, the shareholder structure and a credible plan for the next two to three years. If any of this is missing, they treat it as risk — and price it in.

Specifically, this belongs on the table:

Area	Documents
Finance	Annual accounts (3 years), management reports, plan, bank liabilities
Contracts	Customer and supplier contracts, leases, employment contracts
Corporate	Articles of association, shareholdings, resolutions
Operations	Org chart, process documentation, IT and licence overview
Legal	Trademarks, patents, pending proceedings, permits

Preparing these documents in a structured way noticeably shortens the later due diligence. What is reviewed there: What is Due Diligence?

How do you make your company sellable?

A sellable company runs without its owner: with a second management level, documented processes, a broad customer base and earnings that do not depend on one person. These are exactly the points every buyer checks first — because they buy the company's future, not its past.

Three construction sites appear in almost every sale:

Owner dependency. If customer relationships, pricing and decisions sit with the owner, the buyer purchases a risk. Gradually delegating responsibility is the single most effective value lever.

Customer concentration. If the three largest customers account for more than half of revenue, it becomes a topic in the purchase agreement — via price reductions or an earn-out.

Earnings quality. Private expenses in the business, hidden reserves, one-off effects: before the sale, the numbers should be normalised so the sustainable result becomes visible. Further levers: Increasing Company Value.

When should you start preparing?

As soon as a sale is realistic within the next two to three years. Structural changes — building a second management level, broadening the customer base, cleaning up the numbers — only show in the books after one to two financial years. Those who start at first buyer contact negotiate with the status quo.

There is a second reason to start early: you keep the choice. A prepared company can respond to a good offer. An unprepared one must decline — or sell cheap.

Who helps with preparation?

The tax advisor normalises the numbers and clarifies the tax structure; an M&A advisor assesses sale readiness from the buyer's perspective, prioritises the measures and builds the sale documentation. The two interlock — the roles do not replace each other.

What an M&A advisor actually does: M&A Advisor: What They Do.

How long does preparing a company sale take?

Depending on the starting position, 12 to 24 months. If numbers, contracts and structures are already in order, less is enough. The subsequent sale process typically takes 6 to 12 months in the market; run in a structured way, 3 to 6 months are achievable.

What does preparation cost?

At its core, time and discipline. External costs arise for tax advice and possibly a company valuation. They are small compared to the price difference between a prepared and an unprepared sale.

Do I have to commit to selling while preparing?

No. Everything that makes a company sellable also makes it easier to run and more resilient. Preparation pays off even if the sale never happens.

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