Timeline overview
Most sale processes run 6 to 12 months from engaging an advisor to closing, though preparation before that point can add several more months. The timeline below is a general guide, deal complexity, buyer type, and financing all shift it in either direction.
| Phase | Typical Duration |
|---|---|
| Preparation | 1–3 months |
| Marketing & buyer outreach | 2–3 months |
| Offers & LOI negotiation | 3–6 weeks |
| Due diligence | 60–90 days |
| Closing & funding | 2–4 weeks |
Deals fall apart most often in due diligence, not before, issues surface that weren't disclosed or fully understood earlier. Thorough preparation before you go to market is the single best predictor of a smooth diligence phase.
Preparing before you go to market
- 01
Clean financials
Three years of clean, consistent financial statements, ideally reviewed or audited, reduce diligence friction significantly. See our Quality of Earnings guide for what buyers will scrutinize.
- 02
Document add-backs early
Personal or one-time expenses run through the business need clear documentation well before a buyer's diligence team asks, reconstructing this under time pressure is harder and less credible.
- 03
Reduce key-person risk
A business that can't run without the owner in the room is worth less and harder to sell. Documented processes and a capable second layer of management materially help valuation.
- 04
Understand your realistic valuation range
Get an informed perspective before you're in a negotiation, see our Business Valuation Basics guide.
Choosing an advisor
This is typically the first real decision in the process, and it shapes everything downstream, who you're marketed to, how negotiations are run, and how much of the burden falls on you personally. See our full how to choose an advisor guide for selection criteria.
Running the process
A structured sale process typically runs in parallel tracks: your advisor prepares a confidential information memorandum (CIM), builds a targeted buyer list, and runs staged outreach, often starting with a teaser that doesn't reveal your company's identity, followed by the full CIM under a signed NDA for interested parties.
Buyers typically submit an indication of interest (IOI) with a preliminary, non-binding valuation range, narrowing to a shortlist invited to management presentations before final offers.
The letter of intent
The letter of intent (LOI) is a non-binding document outlining the proposed price, structure, and key terms, signed before exclusive due diligence begins. Once signed, most LOIs include an exclusivity period during which you agree not to negotiate with other buyers, so it's worth negotiating the LOI's terms carefully even though it isn't the final contract.
Due diligence
Diligence is where the buyer verifies everything represented during marketing, financials, contracts, customer concentration, legal and regulatory standing, employee matters, and more. This is typically the longest and most demanding phase for a seller, requiring significant document production and availability for buyer questions.
Many buyers commission an independent quality of earnings (QoE) report during this phase, see our dedicated guide on Quality of Earnings & EBITDA Adjustments for what that involves.
Closing
Once diligence concludes and final purchase agreements are negotiated, closing itself is typically fast, often a matter of days from final agreement to funding. Working capital adjustments, escrow arrangements, and any earnout mechanics are usually finalized in the purchase agreement well before this point, not at the closing table.