Selling a mid-sized company is a project of six to twelve months, and the result depends mostly on what happens before any buyer is contacted. The owner first decides what the sale should achieve, prepares the company so that its earnings and documents withstand scrutiny, and forms a realistic view of its value. An advisor then approaches the right buyers confidentially and in parallel, collects offers, and negotiates a letter of intent with the best one. Due diligence and the share purchase agreement follow, and the deal closes when the conditions are met. This guide walks through each step and the decisions that most often change the price.

In this article

Step 1. Decide what you want from the sale

Owners sell for different reasons, and the reason shapes the right deal. In the CEE M&A Monitor by Dealsuite, based on responses from 109 advisory firms in Central and Eastern Europe, the motives for selling in the second half of 2025 were:

Main motiveShare of sales
Age and no successor in the family or company47%
Cashing out the value built up over the years20%
Family circumstances or illness12%
The company needs a different kind of owner for its next growth phase12%
Wish to focus on other activities or a new business9%

Source: Dealsuite, CEE M&A Monitor, February 2026.

Before talking to anyone, answer a few questions for yourself. Do you want to sell all of the company or keep a stake? Are you ready to stay for a transition period, and for how long? Is the highest price the only goal, or do the future of the employees, the brand or the location matter too? Would you accept part of the price later, depending on results? A clear answer narrows the list of suitable buyers and saves months of negotiations with the wrong ones.

Step 2. Choose the right moment

The best time to sell is when the company is doing well and the next year looks better still. Buyers pay for future earnings, and a business with rising results and a credible forecast is valued higher than the same business after a weak year. Selling under pressure, because of health, a dispute between shareholders or a cash shortage, almost always costs money.

Market conditions matter as well. In the eurozone mid-market, the median price paid for unlisted companies fell for four consecutive quarters during 2025 and began to recover in 2026: the Argos Index reached 8.8 times EBITDA in the second quarter of 2026. Such movements are worth watching, but the company's own trajectory matters more. A strong company can usually find buyers even in a weaker market; a declining one is hard to sell even in a strong market.

Step 3. Prepare the company

Preparation ideally starts a year or more before the sale. The aim is to remove everything that would make a buyer lower the price or hesitate:

  • Financial statements. Clean, consistent accounts for three years, ideally audited. Separate the owner's personal expenses from the business, and document related-party transactions at market terms.
  • Dependence on the owner. If clients, suppliers and key decisions depend on you personally, build a management team and delegate. Buyers pay more for a business that runs without its founder.
  • Customer concentration. A single client above about a fifth of revenue worries buyers. Diversifying takes time, so start early, and secure long contracts with the largest clients.
  • Legal order. Signed contracts with all key clients and suppliers, valid licences, registered property, resolved disputes and correct employment documents.
  • Non-core assets. Real estate, cars or investments not needed for the business are often better taken out of the company before the sale, or treated separately in the price.

Step 4. Understand what the company is worth

An owner who starts a sale with an unrealistic price wastes months: buyers decline, the process loses momentum, and the company becomes known as "for sale and not selling". A realistic range is built from normalised earnings, multiples paid for comparable companies, and the company's specific strengths and risks. Our guides on how to value a company and on EBITDA multiples in Europe explain the methods and the current market data.

Remember that the value of the business, its enterprise value, is not what you receive. Debt is deducted, cash is added, and working capital is adjusted to a normal level. The equity value, what the shareholders actually receive, can be very different from the headline figure.

Step 5. Decide who could buy it

BuyerWhy they buyWhat to expect
Strategic buyerMarket entry, more capacity, clients, technologyCan pay for synergies; slower internal approvals; may integrate the company fully
Investment fundGrowth and resale in four to seven yearsProfessional process; often wants the owner or management to stay and reinvest
Management teamOwning the business they already runKnows the company; usually needs financing and often a vendor loan
Family office or private investorLong-term investmentFlexible; varies widely in experience and financing
CompetitorMarket share, clients, peopleOften the highest price, but the highest confidentiality risk

In the eurozone mid-market, funds paid a median of 10.2 times EBITDA in the second quarter of 2026, against 7.9 times for strategic buyers, according to the Argos Index. Part of the difference comes from the sectors funds prefer, but it shows why including both types of buyer widens the competition for the company.

Step 6. Assemble your team

A sale needs several specialists, and they should be chosen before the process starts, not when the first buyer appears:

  • M&A advisor. Runs the process: valuation, materials, buyer search, negotiation, coordination. See our guides on advisor fees and on brokers and advisors.
  • Transaction lawyer. Drafts and negotiates the letter of intent, the share purchase agreement and the ancillary documents. Experience with M&A matters more than general corporate practice.
  • Tax advisor. Plans the structure: share sale or asset sale, holding companies, timing. Tax on the proceeds depends heavily on the country and the structure, and it can rarely be fixed after the deal is signed.
  • Accountant or auditor. Prepares reliable figures and, for larger deals, a vendor due diligence report that buyers can rely on.

Step 7. Prepare the sale materials

Buyers see the company through its documents long before they visit it. A standard set includes:

  • Teaser. One or two anonymous pages: sector, region, size, main strengths. It is sent to many buyers without revealing the company's name.
  • Information memorandum. A detailed description of the business: history, market, clients, operations, team, financial results and forecast. It is shared only after a signed non-disclosure agreement.
  • Financial model. Historical results, normalised earnings and a forecast with clear assumptions.
  • Data room. All documents buyers will need for due diligence, organised and ready before the process starts.

Step 8. Approach buyers confidentially

The advisor contacts the selected buyers with the anonymous teaser. Interested parties sign a non-disclosure agreement, receive the information memorandum and can ask questions. Approaching buyers in parallel, with a common timetable, is what creates competition. Contacting them one by one gives each buyer the feeling of being the only option, and the process can drag on for years.

Keeping the sale confidential protects the business while it is running as usual. Our guide on selling a business confidentially covers the tools, from code names to staged disclosure and clean teams.

Step 9. Compare offers and sign a letter of intent

Interested buyers first submit non-binding indicative offers. The best ones meet management, visit the company and submit improved offers. Price is only one of the criteria:

What to compareWhy it matters
Price and how it is definedEnterprise value or equity value; treatment of debt, cash and working capital
Paid at closingCash on the day is worth more than any promise
Deferred or conditional partEarn-outs, vendor loans and escrows carry risk; see our earn-out guide
FinancingOwn funds, bank commitment or still to be arranged
ConditionsDue diligence scope, approvals, consent of clients or banks
Role of the seller after closingTransition period, non-compete, management role
Speed and track recordHow many deals the buyer has completed, and how quickly

The chosen buyer signs a letter of intent, which sets out the main terms and usually grants exclusivity for six to twelve weeks. The price and most terms are normally non-binding and subject to due diligence, while clauses such as confidentiality and exclusivity are often binding. Its terms become the starting point for the final agreement, so every important point should be in it.

Step 10. Get through due diligence

The buyer and its advisors examine the company in detail: finances, tax, contracts, employees, property, legal and regulatory compliance. Expect long lists of questions. Answer them promptly, accurately and in writing, and disclose known problems early: a problem that the seller explains is a negotiation point, while a problem the buyer discovers is a reason to doubt everything else.

During due diligence, keep running the business as usual. A weak month during exclusivity gives the buyer arguments to reopen the price.

Step 11. Negotiate the share purchase agreement

The share purchase agreement turns the letter of intent into binding obligations. The main points to negotiate:

  • Price mechanism. A locked box, where the price is fixed on the basis of an agreed balance sheet, or completion accounts, where the price is adjusted after closing to the actual debt, cash and working capital.
  • Warranties. Statements about the company that the seller guarantees, for example that the accounts are correct and that there are no undisclosed disputes. Limit them in time and amount, and disclose known issues against them.
  • Indemnities. Specific protections for identified risks, such as a pending tax audit.
  • Liability caps and escrow. The maximum the seller can owe, and any part of the price held back to secure claims. In larger deals, warranty and indemnity insurance can replace much of the seller's liability.
  • Restrictions on the seller. Non-compete and non-solicitation obligations, usually for two to three years.

Step 12. Close and hand over

Signing and closing can happen on the same day or weeks apart, if conditions such as regulatory approvals, bank consents or the transfer of licences must be met in between. On the closing date, the price is paid, the shares are transferred and registered, and the new owner takes control.

The handover does not end there. Agree in advance how and when employees, clients and suppliers will be informed, and what role you will play during the transition. A smooth first few months protect the business and any part of the price that depends on its future results.

The most common mistakes

  • Starting the sale without preparation, then discovering problems in due diligence.
  • Setting the price on hopes rather than on comparable transactions.
  • Negotiating with a single buyer, often the first one who called.
  • Choosing the highest headline price without reading the conditions behind it.
  • Letting the business slip while the owner is busy with the sale.
  • Telling too many people too early.
  • Leaving tax planning until after the deal is signed.

Questions and answers

What is the first step in selling a company?

Deciding what you want from the sale: full or partial exit, how long you will stay, and which terms matter beyond price. Then prepare the company and form a realistic view of its value.

How long does it take to sell a company?

Usually six to twelve months for a mid-sized company. In the Dealsuite survey of CEE advisors, 64% of advised sales in the second half of 2025 took less than a year, and 36% took longer.

Who buys mid-sized companies?

Strategic buyers in the same or related industries, investment funds, management teams, family offices and sometimes competitors. Including several types of buyer widens the competition.

Should I tell my employees that I am selling?

Usually only a few key managers, and only when their involvement is needed. Most employees are informed when the deal is signed or closed.

Do I need an M&A advisor to sell my company?

Not always, but without one the owner usually negotiates with a single buyer and handles preparation, materials and due diligence alone. For companies worth several million euros, the cost of an advisor is often outweighed by a more competitive process and better terms.

What is the difference between signing and closing?

Signing is when the purchase agreement is executed. Closing is when the price is paid and the shares are transferred, after any conditions such as approvals have been met.

Sources

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