How do you concretely prepare a company for sale?

Preparing a company for sale is a structured project that should start 12-18 months before the market process launch and unfolds across four parallel workstreams: financial cleanup, governance and management, intangible assets and intellectual property, commercial contractuality. Neglecting any of these workstreams means leaving on the buyer’s table negotiation leverage that will translate into discount on price or into conditioned clauses (earn-out, escrow, indemnification).

Financial cleanup is the first workstream and the most technical: robust accounting review of the last 2-3 fiscal years, normalization of non-recurring items (positive and negative one-offs that distort “true” EBITDA), cleanup of related-party arrangements with the entrepreneur (rented real estate, shareholder loans, family consulting), regularization of pending tax positions, working capital management with inventory normalization. The objective is to arrive at the data room with a credible and defensible adjusted EBITDA, because every €100k of disputable EBITDA translates — on a 7x multiple — into €700k of discount on the price.

Governance and management means demonstrating to the buyer that the company does not depend exclusively on the founder. Identifying a second management level with real operational delegation, formalizing decision-making procedures, preparing a post-closing transition plan where the entrepreneur’s role is clear and finite in time. Without this preparation, the buyer will demand multi-year non-compete clauses and long earn-outs that reduce cash price at closing.

Intangible assets and intellectual property: trademark registration, patent filing, formalization of customer databases, non-disclosure contracts with key employees, copyright on internal software, GDPR compliance verification. These are assets the buyer pays for only if formally protected; if invisible in the balance sheet, they become a “trust me” worth zero in negotiation.

Commercial contractuality, finally: contracts with the top 10-20 customers renegotiated with deadlines far from the planned closing, contracts with key suppliers including transferability clauses, elimination of problematic change-of-control clauses. Without this work, the buyer discovers in due diligence that the customer portfolio is unstable or that strategic supply could be interrupted at closing — and the effect on price is severe.