The twelve months before selling a company are the most critical. A month-by-month action plan to maximise value and minimise the stress of the process.
If you have decided to sell your company within twelve months, this article is your roadmap.
Month 12: Confirm your decision with your tax adviser and lawyer. Communicate only to your innermost circle. Establish your objectives: minimum acceptable price, non-negotiable conditions, desired timeline.
Month 11: Accounting cleanup. Work with your tax adviser to normalise the accounts — document personal expenses, formalise related-party contracts at market prices, provision known contingencies.
Month 10: Reduce dependency. Begin delegating functions only you perform. Introduce your commercial lead to the most important clients. Ensure the team can function without you for two consecutive weeks.
Month 9: Evaluate your management team honestly. If you lack a CFO, hire one now — it is the single hire with the greatest return for the sale. If a manager is not performing, resolve it now.
Month 8: Prepare a comprehensive information document: history, market, products, clients, team, five-year financials, organisation chart, key contracts.
Month 7: Review corporate structure with your tax adviser. If a reorganisation (holding, merger, demerger) is needed, now is the time — these have maturation periods.
Month 6: Select an M&A adviser if you plan to use one. Evaluate two or three options.
Month 5: Identify potential buyers — financial investors, strategic buyers, family offices. Prepare materials and begin conversations under strict confidentiality.
Month 4: Evaluate indicative offers — not just by price, but by buyer credibility, plan for the company, and proposed conditions. Select one or two finalists.
Month 3: The selected buyer conducts full due diligence. Your role is to provide information in an orderly, transparent manner while keeping the business running normally.
Month 2: Your lawyer and the buyer’s negotiate the purchase agreement.
Month 1: Signing, funds transfer, communication to employees, clients, and suppliers. Beginning of the transition period.
In our experience accompanying entrepreneurs through sale processes, these are the mistakes that recur most frequently — and that have the greatest impact on the final result.
Starting the process without conviction. The entrepreneur who begins selling “just in case” or “to see what they offer” conveys insecurity to the buyer. If you are not decided, do not start. If you start, commit to the process.
Neglecting the business during the sale. Paradoxically, the twelve months before the sale are those that matter most for the company’s results. The buyer will scrutinise the latest months of management. A revenue decline, loss of an important client, or team deterioration during the sale process can reduce the price significantly.
Not preparing the management team. If the buyer perceives that the company does not function without the founder, the price discount will be severe. The best way to maximise the company’s value is to demonstrate it has a team capable of managing it autonomously.
Revealing the intention to sell prematurely. If employees, clients, or suppliers learn that the company is for sale too early, the consequences can be devastating: key employees seeking other options, clients diversifying suppliers, competitors exploiting the uncertainty. Confidentiality is not a preference — it is a necessity.
Not normalising EBITDA. Many entrepreneurs pass personal expenses through the company: the car, family trips, remuneration to relatives who do not actually work in the business. These expenses artificially reduce EBITDA and therefore the sale price. Normalising them — documenting what they are and how much they would reduce expenses if eliminated — is fundamental to obtaining a fair valuation.
Trying to do it alone. An entrepreneur managing their own sale faces a permanent conflict of interest: negotiating the maximum price while maintaining the relationship with the future buyer, managing due diligence while continuing to run the business, and making emotional decisions about a process that requires rationality. A professional M&A adviser provides distance, experience, and access to buyers that more than justifies their cost.
There is an aspect of sale preparation that no twelve-month plan can fully address: the emotional dimension. Selling a company you created, managed for decades, that bears your name or that you identify with your own identity, is an emotionally intense process.
It is normal to feel ambivalence. It is normal to have doubts. It is normal that the night before signing you consider not going through with it. What is not normal — nor healthy — is making business decisions based on those emotions.
What we have learned from accompanying entrepreneurs through these processes is that preparation reduces anxiety. The entrepreneur who arrives at closing having prepared their company, chosen the right buyer, and negotiated fair terms experiences the process with far greater serenity than the one who improvises.
In preparation: do not rush — every euro invested in preparation generates multiplied returns. The entrepreneur who spends six months cleaning up accounts, reducing dependencies, and documenting processes obtains a significantly higher price.
In strengthening: be honest with yourself about problems. Resolve them now. Problems discovered by the buyer during due diligence are penalised twice: they reduce the price and erode buyer confidence in the seller.
In going to market: maintain confidentiality at all costs. And keep managing your company as if you were not going to sell it. The best moment of your company should be the one the buyer sees, not the past.
In closing: do not be discouraged by contract negotiations — they are tense by nature. It is normal. Trust your lawyer and your adviser. That is what you chose them for.
The twelve months before the sale are the most important of your career as an entrepreneur. Use them well.
We accompany entrepreneurs at every stage of the process. Start the conversation.
See also: How to sell a company in Spain: essential guide · The first step to selling your company · The tax adviser in a sale · Business succession and the family office · The commercial lawyer as an ally.
Dirk Manuel Martens Jimenez Founder, Blue Mountain Capital
By Blue Mountain Capital
By Blue Mountain Capital
By Blue Mountain Capital
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