Selling a mid-sized company usually takes 6 to 12 months from hiring an advisor to closing. The first two to three months go into preparation, before any buyer is contacted. Finding buyers, collecting offers and agreeing a letter of intent take another three to four months, and due diligence, legal documents and closing the final three to five. Because stages overlap, a well-prepared company with a motivated buyer can close in about six months, while a typical competitive process takes nine to twelve. Deals that need regulatory approval, involve buyers from several countries or include complex payment structures can take more than a year. The single biggest factor the owner controls is preparation: companies that arrive with clean numbers and a ready data room close faster and at better terms.

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The short answer, by type of deal

"How long" depends on what is being sold and to whom. Typical durations from the start of the process to closing:

Type of transactionTypical duration
Small owner-run business sold through a broker3–9 months
Mid-sized company sold to a fund4–6 months once the buyer is engaged
Mid-sized company, competitive sell-side process6–12 months
Cross-border deal or deal requiring regulatory approval12–18 months or more

Sources: DFIN, Auxo Capital Advisors. Ranges are indicative.

Survey data from Central and Eastern Europe confirms the picture. In the CEE M&A Monitor by Dealsuite, based on 109 advisory firms, 28% of advised sales in the second half of 2025 closed within six months, 36% took six to twelve months, 29% took twelve to eighteen months and 7% took longer. In other words, almost two sales in three closed within a year, and more than one in three did not.

The rest of this guide describes the competitive sell-side process, where an advisor approaches several buyers at once. It takes longer than a negotiation with a single interested party, but it is the process most likely to produce the best price and terms.

Stage 1. Preparation: months 1 to 3

Most of the time is spent before any buyer hears about the sale. The advisor needs to understand the business deeply enough to present it and defend its value.

  • Financial analysis. Three years of financial statements and current-year management accounts are reviewed and earnings are normalised: one-off costs, owner's personal expenses and related-party transactions are adjusted so that buyers see the company's real earning power.
  • Valuation and strategy. A valuation range, the likely deal structure and the target buyers are agreed with the owner.
  • Materials. A one-page anonymous teaser, an information memorandum of 30 to 60 pages and a financial model with a forecast.
  • Data room. The documents buyers will ask for during due diligence are collected in advance: contracts, permits, property documents, employment data, tax filings.

The owner's role: intensive. Expect several working sessions with the advisor and a lot of document collection, usually with the help of the chief financial officer or the external accountant.

Stage 2. Buyer outreach: months 3 to 5

The advisor contacts the buyers identified in the preparation stage: strategic buyers in the same or adjacent industries, investment funds, and sometimes family offices. Interested parties receive the teaser, sign a non-disclosure agreement and then receive the information memorandum.

A well-run process approaches buyers in parallel, not one after another. Contacting buyers one after another can prolong a sale considerably: each buyer takes weeks to decide, and none feels any pressure to move.

The owner's role: light. The advisor handles the outreach and the first questions, and the owner continues running the business.

Stage 3. Offers and letter of intent: months 5 to 7

Interested buyers submit non-binding indicative offers. The advisor compares them not only by price but by structure: how much is paid at closing, what depends on future results, what conditions the buyer attaches. A shortlist of buyers meets management, visits the company and refines its offer.

The stage ends with a letter of intent with one preferred buyer, usually with a period of exclusivity of 6 to 12 weeks during which the seller does not negotiate with anyone else.

The owner's role: significant. Management presentations and site visits require the owner's time, and decisions about which offer to pursue are the owner's alone.

Stage 4. Due diligence: months 7 to 9

The buyer and its advisors examine the company in detail: financial, tax, legal, commercial and, depending on the industry, technical or environmental review. Initial due diligence typically takes 30 to 60 days, and confirmatory or extended reviews can run beyond 90 days.

This is the stage that most often runs late. Every issue the buyer finds has to be explained, and serious findings lead to renegotiation of price or terms. A data room prepared in stage 1 shortens this stage by weeks.

The owner's role: intensive again. Questions arrive in batches, often with short deadlines, and some can be answered only by the owner.

Stage 5. Documents and closing: months 9 to 12

Lawyers draft and negotiate the share purchase agreement: price and adjustment mechanism, warranties and indemnities, conditions for closing, restrictions on the seller after the sale. Negotiation typically takes one to two months.

Between signing and closing, conditions have to be fulfilled: consent from banks or key clients, regulatory approvals, registration of the share transfer. In many countries, including Bulgaria and Romania, the transfer of shares in a limited company must be recorded in the commercial register, which is an administrative step, but one that needs correctly prepared documents.

Where competition or foreign investment approval is required, the regulatory review adds one to six months, and in-depth investigations considerably longer.

The full timeline at a glance

StageWeeksMain output
Readiness and positioning1–10Valuation range, strategy, normalised financials
Materials and buyer mapping8–16Teaser, information memorandum, buyer list
Outreach and first looks14–22Signed NDAs, buyer questions
Indicative offers and shortlist20–28Offers compared, shortlist selected
Letter of intent and exclusivity26–34Signed letter of intent
Due diligence and financing32–46Completed review, confirmed financing
Documents and closing42–52+Signed agreement, completed transfer

Source: Auxo Capital Advisors. The table shows a full-length process. Stages overlap, and faster processes compress them; the total is planning guidance, not a fixed sequence.

What slows a sale down

  • Unclear earnings. If buyers need many adjustments to understand the profit, they spend weeks verifying them and often discount the price.
  • Customer concentration. A large share of revenue from one or two clients makes buyers cautious and prolongs due diligence.
  • Missing documents. Unsigned contracts, expired permits, unregistered property or undocumented related-party arrangements found late in the process.
  • Dependence on the owner. If key clients, suppliers or know-how are tied to the owner personally, buyers want transition arrangements, which take time to negotiate.
  • Price expectations. An asking price far above what the market will pay leads to rounds of offers that never converge.
  • Regulatory approvals and cross-border structures. Competition filings, foreign investment reviews and different legal systems add time that no one can compress.
  • Changing terms after the letter of intent. Reopening agreed points restarts negotiations and damages trust.

How to shorten the process

  • Start preparing a year before the planned sale: clean up the financial statements, document key contracts and resolve legal issues.
  • Agree realistic price expectations with the advisor before the launch, based on comparable transactions rather than hopes.
  • Build the data room before the first buyer signs an NDA.
  • Approach several buyers in parallel and set clear deadlines for each round.
  • Strengthen the management team so the business does not depend on the owner.
  • Make decisions quickly and keep the owner available for buyer meetings.
  • Engage experienced transaction lawyers early, not after the letter of intent is signed.

Strategic buyer or fund: does it change the timing?

The type of buyer affects how the last months of the process go.

Strategic buyers, companies in the same or a related industry, know the market and can judge the business quickly. But their decisions go through internal approvals: a business case, a board meeting, sometimes approval from a parent company abroad. Integration planning starts during due diligence and can add questions. If the buyer and the target are competitors, a merger control filing may be required.

Investment funds run a disciplined, well-rehearsed process with external advisors for every workstream: financial, tax, legal and commercial due diligence. They often move fast once they decide to bid, and a mid-market deal with a fund can close four to six months after the fund engages. However, if the fund is financing the purchase with bank debt, the lender's own review and documentation run in parallel and can become the critical path.

In a competitive process, both types often bid side by side. A good advisor sets one timetable for all of them, so that no buyer slows down the others.

The data room: what to prepare before launch

Every document missing at the start becomes a delay in due diligence. Before the first buyer signs an NDA, the following should be ready in a structured virtual data room:

AreaDocuments
CorporateArticles of association, shareholder register, minutes of shareholder and board meetings, group structure chart
FinancialAudited or reviewed statements for three years, monthly management accounts, budget and forecast, breakdown of revenue by client and by service
TaxTax returns, results of tax audits, transfer pricing documentation for related-party transactions
CommercialContracts with the main clients and suppliers, framework agreements, change-of-control clauses
AssetsProperty titles and leases, list of vehicles and equipment, leasing agreements
PeopleOrganisation chart, employment contracts of key staff, headcount and salary data, pending labour disputes
Legal and regulatoryLicences and permits, litigation, insurance policies, data protection compliance

Change-of-control clauses deserve special attention. If a key client can terminate its contract when the company is sold, buyers will ask for that client's consent before closing, and obtaining it takes time.

An example: a nine-month sale

A family-owned distribution company with €25 million revenue decides to sell. This is how a well-run process could unfold:

  • January to March. The advisor normalises three years of earnings, removing the owners' personal costs and a one-off legal expense. A forecast, a teaser, an information memorandum and a data room are prepared.
  • April. Forty buyers are approached in parallel: regional competitors, two Western European groups and a dozen funds active in the region. Eighteen sign NDAs.
  • May. Seven indicative offers arrive. Four buyers are invited to meet management and visit the warehouse.
  • June. Three binding offers. The owners choose a strategic buyer whose offer is slightly lower in price but has more paid at closing and fewer conditions. A letter of intent with eight weeks of exclusivity is signed.
  • July to August. Due diligence. A change-of-control clause in a contract with the largest client is found; the client's consent is obtained in three weeks.
  • September. The share purchase agreement is signed, conditions are fulfilled and the deal closes at the end of the month.

Illustrative example. Real processes vary.

The process stayed on schedule because the problems that came up were small and expected. The client contract was the only surprise, and it was resolved during exclusivity rather than after it.

Selling in South-East Europe: what is different

For companies in Bulgaria, Romania, Serbia, Greece and neighbouring markets, the likely buyers are often international: Western European strategic groups, regional champions expanding across borders, and funds investing in the region. This affects timing in three ways. Materials need to be prepared in English to an international standard. Buyers unfamiliar with the local market ask more questions in due diligence. And cross-border structures may involve additional approvals or tax planning. Building these steps into the plan from the start avoids surprises later.

Questions and answers

How long does it take to sell a business?

A mid-sized company usually takes 6 to 12 months from hiring an advisor to closing. Small businesses sold through a broker can be faster; complex or cross-border deals can take more than a year.

How long does due diligence take?

Initial due diligence usually takes 30 to 60 days. Extended or confirmatory reviews can take more than 90 days.

How long is exclusivity after a letter of intent?

Typically 6 to 12 weeks, long enough for the buyer to complete due diligence and negotiate the purchase agreement.

Can I sell my company in three months?

Only if the company is already prepared and a motivated buyer is identified. In a competitive process with several buyers, three months is rarely enough.

When should I start preparing to sell?

Ideally a year before the planned sale, to clean up the financial statements, reduce dependence on the owner and resolve legal issues that would come up in due diligence.

What is the longest stage of a company sale?

Preparation before buyers are contacted is often the longest single stage. Due diligence is the stage most likely to run over schedule.

Sources

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