The art of selling a company

When selling a company , certain aspects must be taken into account if we want a successful transaction. Preparation before going to market is the factor that most influences the price, as well as the payment structure and the likelihood of closing. Having a clear, updatable financial package that is comparable with market benchmarks builds confidence and reduces subsequent adjustments. Forecasts must be realistic, consistent with historical data and the sector context, and guide the negotiation of the price and variable payment.

Finally, we would like to emphasise that valuation is a tool for negotiation, not an appraisal. The best price comes from a competitive process with alternatives.

Why prior preparation is the lever of value

Selling a company is, above all, an exercise in building trust. It is about demonstrating to the buyer that the business is predictable, sustainable and well managed.

Direct impacts of good preparation

• Better price and better structure: greater confidence, higher percentage of payment at closing and less dependence on variable payments.
• Less uncertainty and more closing options: anticipate problems and avoid surprises during the buyer's review.
• Shorter and lighter process for the team: good pre-work reduces months of work and time consumption for the management team, preventing the business from suffering during the sale.

Properly preparing a company for sale is not extra work, but rather a process to accelerate and secure the transaction.

What does the buyer look for? Key points in financial preparation

The objective is to provide accurate, traceable and easy-to-understand information, which implies:

Historical and current year reports

• At least three full financial years plus the current year to date.
• Quarterly breakdowns, and ideally monthly breakdowns for businesses with marked seasonality.
• Continuous updating: as the process can take between nine and twelve months, updates must be provided on a monthly basis until the agreement is signed.
• Align accounting criteria with those of competitors and listed companies to facilitate comparison.

Accounting criteria that often ruin a sale

• Accrual basis vs. cash basis: record income and expenses on an accrual basis. The most common errors in this process are:
  • Software as a service: invoice one year in advance and recognise everything at the time of invoicing rather than prorating it over the service period.
  • Projects and engineering: recognise revenue at completion rather than by degree of completion.
• Capitalisation of internal developments: very common in software. Buyers often adjust operating performance by subtracting these capitalisations when they are recurring, because they consume cash each year.
• Remuneration in the form of unregistered share options as an accounting expense.
• Holidays, compensation and deterioration miscalculated or not recorded.

Standardisation: cleaning up so that performance is ‘business-oriented’

Normalising means removing everything that does not belong to the business from the income statement and balance sheet:

• Salaries of family members not involved in the business.
• Personal expenses (cars, travel, etc.).
• Above-market remuneration for executive partners.

Our advisors specialising in company sales recommend starting the ‘clean-up’ two or three years before a possible sale and documenting each adjustment, as a smaller adjustment means a lower perception of risk on the part of the buyer. One piece of advice we always give is to prepare a data room from the outset with documentary justification for each criterion and adjustment.

If you would like to learn more about the aspects to consider before selling your company, we recommend this other article where we discuss the 7 key aspects you should consider before selling your company..

It is about selling the future with realism and traceability.

Buyers pay for future cash flows. Your projections must demonstrate that the business generates demand in a predictable manner and that it delivers on execution (deadlines, quality, margins).

Best practices for building robust projections:

• Realism: they should be consistent with historical growth and margins and with market trends.
• Solo scenario: at the outset, project your plan without synergies. Synergies are dealt with in advanced stages with each buyer.
• Consistent format: same structure and metrics as historical data to facilitate traceability.
• Transparent hypotheses: clearly explained and documented with evidence from sales channels, conversion, pricing, capacity, and timelines.
• Consistency with the price structure: many transactions link variable payment to your meeting the projected targets. Neither unrealistic optimism (increases the risk of not receiving the variable payment) nor extreme conservatism (discourages the buyer).

We recommend avoiding projections that require capital injections to be fulfilled if they are not contemplated from the outset.

Valuation as a negotiation tool is not the final price.

A valuation is not a fixed appraisal. It is an internal tool that gives you arguments to negotiate better. The following useful principles are addressed in this process:

• The later the better: if you can, don't present it. The real price emerges after activating the market and generating competition.
• Alternatives: with several offers, you lead the process (timing, conditions, and payment method) and improve the financial outcome.
• Structure matters: more payment at closing means a higher effective price, but requires greater confidence from the buyer; more variable payment transfers risk to the seller.
• Strategic value: spreadsheets do not capture synergies or strategic fit; these are negotiated one-on-one with each candidate.
• Methods that should be compared:
  • Discounted cash flows as the primary reference.
  • Market references: multiples observed in comparable transactions and in listed companies in the sector.
  • Conclusion by rank: a robust assessment provides consistent ranks, not a single figure.

In the case of software companies, subscription models with high recurrence and low cancellation rates justify better prices, provided that the quality of the revenue is proven.

Discounted cash flow is one of the most widely used methods in business valuation. We provide more information about this procedure in this article.

Effective sales process

A sale process can take between nine and twelve months. If you do not protect day-to-day operations, the business suffers, performance declines, and the buyer adjusts the price and conditions.

How to increase efficiency in the process of selling a company

• Realistic schedule and ritual for monthly information updates.
• Core team (finance, sales, operations) with clear roles and expected commitment.
• Live data room: no waiting or bottlenecks.

It is about focusing on the business, limiting the burden on the management team so that the year of the sale is also a good year.

Financial checklist before going public

Common mistakes and how to avoid them

• Recognise cash income: switch to accrual basis and harmonise criteria for projects and subscriptions.
• Excessive adjustments in standardisation: minimise and eliminate them over time.
• Overly positive projections: if projected growth does not match historical growth, justify it with operational evidence.
• Changing the format between historical and projected data hinders traceability and opens up unnecessary debates.
• Arriving without documentation: an adjustment without proof is considered a risk and is paid for with a fixed price or variable payment.
• Overburdening the team: when sales absorb managers, the business fails and the price is lowered.

Signs that you are ready to activate the sales process

• Monthly accounting closings in less than ten days.
• Recognition of income aligned with the reality of the service and with the standard.
• Indexed data room full and organised.
• Projections that are defensible and understandable to a third party.
• Business plan explaining how growth is fuelled (channels, conversion, pricing).
• Process governance: timetable, responsibilities and elected councillor.

In short, selling a business is not an isolated milestone: it is the result of managing with a buyer's mindset long before inviting buyers to the table. Preparation maximises value, reduces risk and shortens timelines. If the future can be explained and predicted, the market pays better and with better conditions.

Would you like a confidential review of your financial preparation and projections before entering the market? Contact us and we will send you our extended checklist.