Preparing your exit — making the business ready for sale
In short: IGCP Capital Partners prepares founders and owners in Austria and Germany for an exit – identifying value drivers and weak points before due diligence, normalising earnings, reducing owner dependency and preparing the sale documents. A sale with IGCP typically takes 3 to 12 months, including preparation.
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- Initial conversation free of charge, without obligation and strictly confidential
- More than 100 completed sales and successions in over 15 years
- The buyer’s perspective, not the adviser’s perspective
- No obligation to a later sale mandate
The price of a company is not decided at the negotiating table but in the one to two years before it. What was neglected there can later only be explained.
Preparing your exit means positioning the company so that a buyer can take it over without discounts. That is less a matter of cosmetics than a matter of which risks an acquirer has to price into the purchase price — and which ones can be taken off the table beforehand.
What does preparing a company sale involve?
Preparing a company sale involves six work packages: the status assessment of sale readiness, the valuation with a normalised result, the check for deal-breakers, an action plan, the preparation of financials, sale documents and data room, and the transition into the sale process. The table shows what IGCP Capital Partners takes on in each package, what the owner gets out of it and which timeframe is stated. Tax and legal advice are not part of IGCP's scope; they remain with the owner's tax adviser and lawyer.
| Work package | What IGCP does | Result for the owner | Typical timeframe |
|---|---|---|---|
| Status assessment of sale readiness | Assessment from the buyer's perspective across ten fields, such as dependence on the owner, quality of the figures, customer structure, contracts and rights to your own product; plus an honest statement of which discounts a buyer would apply today | A list of concrete points with impact and effort: a work plan, not a verdict | Not stated as a flat figure; the effort depends on the scope and is assessed in the free initial conversation |
| Valuation and normalisation of earnings | Adjustment of the results of the last three to five years for one-off, private and non-operating items, derivation of sustainable EBIT or EBITDA, classification using a capitalised-earnings view and multiples | A value range instead of a single figure, as a basis for realistic price expectations; no promise of value and no valuation opinion under KFS/BW 1 or IDW S 1 | Indicative valuation within two to four weeks given complete documents (statement on the company valuation page) |
| Check for deal-breakers | Review of which points would offer a target in a later due diligence, such as owner dependence, customer concentration, unclear lease or licence arrangements and open shareholder matters, and which of them can still be cleared up before the approach to buyers | A list of findings: what can be cleared up or presented openly before the buyer approach | Not stated as a flat figure; the sequence follows from the lead time (see section "The timeframe") |
| Action plan and support | A plan with sequence and timeline; implementation rests with the owner and their specialist advisers, IGCP accompanies it, reviews progress from the buyer's perspective and says when the company is ready for the process | Action plan and an assessment of process readiness | Lead time for improving value: twelve to twenty-four months recommended (IGCP recommendation, separate from the sale period) |
| Financials, sale documents and data room | IGCP prepares the anonymous teaser (short profile) and the information memorandum together with the owner; content and sign-off rest with the owner. The data room is added, structured by legal, finance, tax, personnel, contracts, IT and real estate. Owners who prefer to prepare on their own can use the M&A Data Room Manager and the M&A Tool Kit instead | Anonymous short profile, information memorandum and an orderly data room as the fact base on which buyers decide and review; no guarantee and no promise of an outcome | Preparation 0.5 to 2 months (IGCP practical assessment, excluding the value-improvement lead time). |
| Transition into the sale process | Long list and short list of possible buyers, anonymised approach (you decide on every name), confidentiality agreement, negotiation up to the letter of intent, then steering due diligence and contract negotiation up to closing | The sale process, built on the preparation | According to IGCP's assessment a company sale typically takes 3 to 12 months, preparation included (practical assessment, not a statistic, no guarantee). |
All timeframes are practical assessments by IGCP, not statistics and not guarantees. The recommended lead time of twelve to twenty-four months to improve value is not included in the 3 to 12 months. The individual phases with their duration are described in the sequence of a company sale in seven phases, the tasks per phase in the company sale checklist in nine phases. IGCP prepares the teaser and the information memorandum together with the owner; neither a sale nor a price is promised.
The process in seven steps
- Confidential, free and non-binding initial conversation: starting position, time horizon and whether a sale is an option at all.
- Status assessment across the ten fields from the buyer's perspective.
- Valuation and normalisation of earnings as a value range.
- Check for deal-breakers and an action plan with sequence and timeline.
- Implementation by the owner and specialist advisers; IGCP accompanies and reviews progress from the buyer's perspective.
- Prepare the financials, create the anonymous teaser and information memorandum together with IGCP, complete the data room; clarify structure and tax parameters with the tax adviser.
- Assessment of process readiness and transition into the sale process (selling your company).
How does a startup exit typically work?
The typical startup exit is a trade sale, meaning a sale to another company; an IPO remains a rare exception. According to KfW Research (Fokus Volkswirtschaft No. 521, November 2025, retrieved on 13 October 2026), in acquisitions of German start-ups founded since 2005, the buyer came from abroad in 57 percent of cases; almost a quarter of all acquisitions went to buyers from the USA.
What you can prepare yourself
What you can prepare yourself are above all the points that are in your own hands anyway: figures, contracts, rights and the separation of private and business matters.
- Set up monthly reporting and document a traceable reconciliation from the annual accounts to the normalised result.
- Determine the revenue share of your largest customers and your dependence on individual suppliers, including contract terms and notice periods.
- Review customer, lease, licence and financing contracts for consent requirements and special termination rights upon a change of ownership.
- Be able to prove that software, trademarks, domains and your own developments actually belong to the company.
- Separate private and business assets, contracts and costs, for instance for real estate, vehicles, insurance policies or shareholder loans.
- Build a second management level and tie it to the company; this is the measure with the longest lead time.
- Clarify with your tax adviser which tax and structural questions a sale raises.
For a first self-assessment IGCP offers the Exit Readiness Test: online test of sale readiness with a score across seven dimensions. It is a paid online test (EUR 29.90 incl. VAT, about 15 minutes) and expressly not a company valuation. Those who want to work through the value levers with a scorecard and an action plan will find them in the paid Exit Readiness Guide. How a buyer later reviews the documents is described in Vendor due diligence: when the seller reviews first.
How buyers measure sale readiness
The assessment criteria are remarkably similar across industries and buyer types. Four points decide.
Independence from the owner
The most important point. When customer relationships, expertise and decisions depend on one person, the acquirer is buying a risk — and hedges it through long tie-in periods, earn-outs or purchase price retentions. An established second management level is the most effective value lever there is, and at the same time the one that takes longest.
Quality and traceability of the figures
Monthly reporting, clean accruals, a traceable reconciliation from the annual accounts to the normalised result. Where figures only come into being on request, a buyer assumes uncertainty and prices it in.
Concentration on customers and suppliers
If a substantial share of revenue depends on a few customers, or production on a single supplier, that is a well-known valuation discount. It can rarely be changed at short notice — but it can always be presented and explained openly, and that costs less than having it surface in due diligence.
Order in contracts and corporate matters
Articles of association and shareholder resolutions, lease, licence and customer contracts, intellectual property rights, contracts with related parties. Formal gaps rarely destroy value, but they reliably cause delay — and every delay costs negotiating position.
Exit readiness check: the ten fields we review
Sale readiness can be tested the way a buyer would test it. We work through ten fields — the same ones that later change price or contract in due diligence: dependence on the owner; a second management level; quality of the financial reporting; quality of earnings (recurring versus one-off, margin stability); customer structure and contract terms; supplier dependencies; change-of-control clauses and special termination rights in contracts; rights to your own product, brands and software; compliance, open audits and licences; and working capital plus deferred investment that a buyer will deduct from the price.
The result is a list of concrete points with impact and effort — a work plan, not a verdict. Owners who want to run the check themselves find the value levers and a scorecard in our Exit Readiness Guide. Good preparation works twice: on the normalised result that gets valued and on the multiple a buyer pays when risk is lower . According to IGCP Capital Partners' assessment, a company sale typically takes 3 to 12 months, preparation included (practical assessment, not a statistic, no guarantee). The recommended twelve to twenty-four months of advance work to improve value are separate and are not included in this duration.
The typical deal-breakers
Some findings do not cost percentage points but the transaction. They need to be found beforehand.
Unclear rights to your own product
If it cannot be proven that software, trademarks or developments actually belong to the company — for instance because freelancers worked without an assignment of rights — that stops every professional buyer.
Open audit proceedings
Ongoing proceedings with the tax authorities or social insurance lead to retentions that run for years. Completed and documented proceedings, by contrast, are usually settled.
Change-of-control clauses
Customer, lease or financing contracts with a special termination right upon a change of ownership turn the sale itself into a risk. Whoever knows them can renegotiate them beforehand.
Mixing of private and business matters
Real estate, vehicles, insurance policies or loans between shareholder and company must be cleanly separated or at least fully disclosed. Whatever remains unclear here turns, in due diligence, into distrust of everything else.
The timeframe
Not everything can be changed equally fast. The sequence follows from the lead time.
Two years ahead
Building the second management level, reducing customer concentration, renegotiating loss-making legacy contracts, separating private and business assets. These are the measures that take time and have the greatest effect.
One year ahead
Preparing the financials, deriving the normalised result, reviewing all contracts, clarifying intellectual property rights, setting up the data room.
Six months ahead
Determining the structure and the tax parameters with your tax adviser, deciding between a full and a partial sale, preparing the documents for the approach to buyers. After that the actual process begins, described under selling your company.
How we support exit preparation
IGCP Capital Partners has worked as an independent transaction adviser for more than 15 years and has completed over 100 sales and successions. We look at your company from the perspective that counts: the buyer’s.
Status assessment
It starts with an honest assessment of where the company stands today — which discounts a buyer would apply today and why. The result is not a presentation but a list of concrete points with impact and effort.
Action plan and support
From that emerges a plan with sequence and timeline. Implementation rests with you and your specialist advisers; we accompany it, review progress from the buyer’s perspective and tell you when the company is ready for the process.
No obligation to sell
Exit preparation commits you to nothing. Many owners use it to decide in the first place whether and when a sale is an option at all. The first conversation is free of charge, without obligation and strictly confidential.
Once preparation is complete, selling your company describes the actual process. What your company is worth today is shown under company valuation.
Further reading: Increasing company value and Vendor due diligence.
Frequently Asked Questions
What does preparing a company sale involve?
Preparation involves the status assessment of sale readiness, the valuation with a normalised result, the check for deal-breakers, an action plan, prepared figures, sale documents and a structured data room. IGCP prepares the anonymous teaser and the information memorandum together with the owner (no guarantee, no promise of an outcome). Beyond that, IGCP takes on the commercial side from the status assessment to accompanying the action plan; implementation rests with the owner and their specialist advisers.
How long does preparing a company sale take?
According to IGCP's assessment, the immediate transaction preparation takes about 0.5 to 2 months and the entire sale typically 3 to 12 months, preparation included (practical assessment, not a statistic, no guarantee). Deliberately improving value beforehand often takes twelve to twenty-four months and is not included in these periods.
What does IGCP take on, and what stays with the tax adviser and lawyer?
IGCP takes on the commercial side: status assessment, valuation, action plan, buyer search and the commercial negotiation. IGCP deliberately does not provide tax or legal advice; tax structuring belongs to the tax adviser and the purchase agreement to the lawyer.
What can I prepare myself as an owner?
You can mainly prepare figures, contracts, rights and the separation of private and business matters: monthly reporting, customer shares, change-of-control clauses, rights to software and trademarks and a second management level. The list is in the section "What you can prepare yourself". The sale documents can also be prepared on your own with the M&A Data Room Manager and the M&A Tool Kit.
Does preparation commit me to a sale through IGCP?
No, preparation commits you neither to a sale nor to a later sale mandate. Many owners use it to decide in the first place whether and when a sale is an option; the initial conversation is free of charge, without obligation and strictly confidential.
How early should I start preparing my exit?
One to two years before the intended sale. Within that window, the points that move the price most can still actually be changed: dependence on the owner, customer concentration, the quality of the financial reporting. Whoever starts only once the buyer is at the table can merely explain, no longer shape.
What is the single most effective lever?
A functioning second management level. The more customer relationships, technical knowledge and decisions depend on one person, the less the company is worth without that person — and the longer the buyer will want to tie that person in. Both cost purchase price.
Is a vendor due diligence worthwhile?
Above a certain transaction size, yes. Whoever knows the weaknesses of their own company before the buyer finds them loses less in the renegotiation. For smaller transactions a structured internal review along the same questions is usually sufficient.
Do I have to increase earnings before the sale?
Not at any price. Every experienced buyer recognises a result that has been dressed up in the short term during due diligence — and then views all the remaining figures more cautiously. It is more effective to derive the sustainable result cleanly and to explain one-off effects in a traceable way.
What does exit preparation cost?
That depends on the scope. A status assessment with an action plan is considerably less expensive than guided implementation over two years. The initial conversation, in which we assess the need, is free of charge and without obligation.
What does exit readiness mean?
Exit readiness describes how well a company is prepared to change owners without discounts and without delay. It is measured against the criteria buyers apply in due diligence: independence from the owner, quality and traceability of the figures, concentration among customers and suppliers, order in contracts and corporate matters, and the absence of deal-breakers. It is not a state you have or do not have, but a degree that can be raised deliberately within one to two years.
If you are planning a sale in the coming years, the initial conversation clarifies free of charge where your company stands today.