The process of selling a company in the Spanish middle market typically takes between 6 and 12 months. We break down each phase — preparation, buyer search, due diligence, and closing — and the factors that accelerate or delay the transaction.
“How long will this take?” It is the first question business owners ask when they decide to sell their company. The honest answer is that it depends — on the complexity of the business, the state of preparation, the sector, market conditions, and the ability of the parties to maintain focus during what will inevitably be a lengthy process. But the practical answer, based on our experience in more than a hundred transactions in the Spanish middle market, is that the full process typically takes between 6 and 12 months from the decision to sell to the signing of the closing.
The preparation phase is the most underestimated and, arguably, the most important. It includes normalising the financials, organising the documentation, preparing the information memorandum, and assembling the advisory team.
Companies that arrive at market well-prepared close faster, achieve better prices, and suffer fewer post-due-diligence price adjustments. Companies that skip this phase invariably pay the price later — in delays, in reduced offers, and in deals that fall through.
A realistic timeline for thorough preparation is two to four months, depending on the state of the company’s records and the complexity of the business.
Once the preparation is complete, the M&A advisor identifies and approaches potential buyers — strategic acquirers, financial sponsors, family offices, and other relevant parties. This phase runs in parallel with the preparation of the data room.
The initial approach is typically made under a non-disclosure agreement, with a teaser document that describes the opportunity without identifying the company. Interested parties sign the NDA and receive the full information memorandum.
Interested buyers submit indicative offers, which are evaluated based on price, structure, conditions, and the buyer’s track record. The seller selects one or more preferred buyers and enters into detailed negotiations, culminating in the signing of a letter of intent (LOI).
The LOI negotiation is a critical moment. It establishes the framework for the final transaction and determines the power dynamics for the remainder of the process.
Due diligence is the most intensive phase of the process. The buyer’s advisors — financial, tax, legal, labour, commercial, and sometimes environmental and technical — scrutinise every aspect of the business. The seller must respond promptly to information requests, which can number in the hundreds.
The quality of the data room and the responsiveness of the seller’s team are the single biggest determinants of how long this phase takes. A well-organised data room with complete documentation can reduce the timeline to six to eight weeks. A disorganised one can stretch it to four months or more.
The final phase involves negotiating the definitive sale and purchase agreement (SPA), which formalises all the commercial and legal terms of the transaction. This includes representations and warranties, indemnification provisions, closing conditions, and closing mechanics.
Signing and closing may occur simultaneously or may be separated by a gap of days or weeks, depending on whether regulatory approvals or other conditions need to be satisfied.
Thorough preparation. A well-prepared company with clean financials, organised documentation, and a professional advisory team can shave months off the timeline.
Decisive seller. Business owners who make decisions promptly and maintain focus throughout the process keep momentum alive.
Competitive tension. When multiple buyers are competing, each has an incentive to move quickly. A single-buyer process tends to move at the buyer’s pace.
Simple structure. Companies with clean corporate structures, straightforward operations, and limited contingent liabilities are faster to due-diligence.
Inadequate documentation. Missing or incomplete records are the number-one cause of delay. Every document the buyer requests and does not receive creates anxiety and extends the timeline.
Seller indecision. Business owners who are ambivalent about selling — who want to sell but also want to hold on — create uncertainty that slows everything down.
Unrealistic price expectations. If the seller’s valuation is significantly above market, the process stalls before it starts. Calibrating expectations early is essential.
Complex issues uncovered in due diligence. Tax contingencies, regulatory non-compliance, or litigation risks discovered during due diligence require resolution, which takes time.
Selling a company is a marathon, not a sprint. The business owners who achieve the best outcomes are those who start early, prepare thoroughly, and maintain discipline throughout a process that will test their patience. The investment in preparation pays for itself many times over — in speed, in price, and in the probability of closing.
By Dirk Manuel Martens Jiménez
By Dirk Manuel Martens Jiménez
By Dirk Manuel Martens Jiménez
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