Selling a Company Step by Step – How Does the Transaction Process Work?

Regardless of whether the decision stems from a desire to realize profits, a lack of succession, changes in the market environment, the need for one of the shareholders to exit the company, or the search for a partner for further growth, the transaction process requires careful preparation and execution.

This is a moment when the owner must look at the business from an entirely new perspective and prepare it for professional external evaluation. Proper planning and an understanding of market mechanisms significantly increase the chances of achieving a satisfactory valuation and conducting smooth negotiations with potential investors. It is also important to remember that a well-managed transaction minimizes risks and allows the owner to focus on long-term strategic goals.

Below, we present the key stages of selling a company as well as the most common concerns owners face throughout the process.

1. Decision to Sell and Exit Strategy

The first step is making a conscious decision to sell. This means analysing the owners’ motivations and financial expectations.
At this stage, it is crucial to determine:

• Why the company, or its part, is to be sold,
• What stake the owners are prepared to divest,
• Preferred investor scenarios (strategic buyer, private equity, local vs. international investor),
• Initial financial expectations – and whether the scale and condition of the company support them.

2.Preparing the Company – Vendor Due Diligence

Professional advisors support the owners and management in an internal audit with the aim to:

• Prepare a financial model, forecasts, and a valuation,
• Identify areas for improvement and value enhancement,
• Organise corporate and financial documentation,
• Detect legal, tax, operational and financial risks.

A well-prepared company inspires trust and attracts more interest from investors. It also helps secure a stronger valuation and safer non-price terms for the sellers.

3. Transaction Materials: Teaser and Information Memorandum

At this stage, materials are prepared to present the company to potential investors:

• Teaser – a short, in some cases anonymous document, briefly presenting the business and its investment thesis,
• Information Memorandum – a detailed document, shared only after signing an NDA, describing the company, its market, business model, assets, technology, organisation, financial results and growth potential.

These documents ensure that the company is presented both credibly and attractively, while preserving confidentiality.

Preliminary structure of the envisaged transaction is also outlined at this stage.

4. Identifying and Contacting Investors

The transaction advisor prepares a list of potential investors (strategic and financial – the so-called Long List). Once approved by the Client, contacts are initiated.
This stage requires experience, access to market intelligence, discretion, and a broad network of market relations. Often, it determines the ultimate success of the M&A transaction.

5. Non-Binding Offers (NBO) and Negotiation of Key Terms

After initial meetings and analysis, interested investors submit Non-Binding Offers (NBOs). These outline proposed conditions of the future deal. Based on selected offers, key transaction terms (Term Sheet) are negotiated. This stage involves intensive discussions around:

• Price and transaction structure (size of the stake acquired, possible capital increase, transaction phases, payment scheme, earn-out),
• Future representations & warranties of the sellers,
• Timetable and next steps in the process.

6. Investor Due Diligence

The selected investor, supported by advisors, conducts a thorough due diligence review. This covers financial, operational, legal, tax and technical aspects.
The goal is to confirm deal assumptions, equity valuation and potential synergies. Being well-prepared ahead helps avoid surprises and renegotiations at this advanced stage.

7. Sale and Purchase Agreement (SPA) / Investment Agreement

Based on due diligence results, final negotiations are held and the Sale and Purchase Agreement (SPA) is drafted and negotiated. This stage may also include an Investment Agreement and/or Shareholders Agreement. These contracts regulate all key issues – price and payment mechanisms, corporate governance issues, and the sellers’ liability related to the company’s condition.

8. Closing and Transfer of Shares

The last step is signing the agreements and executing transaction closing. This means transferring ownership of the shares and payment of the price. Depending on the model, the process may also include: conditions precedent that must be satisfied before closing, a post-closing phase, such as involvement of current owners in management for a defined period, or the achievement of earn-out milestones.

Common Concerns

Selling a business is not only a financial and legal process. It also involves emotions and natural concerns. The most frequent include:

• Risk of information leakage – owners fear that employees, competitors or clients may be informed about the process too early. To prevent this, communication is carefully managed and potential investors sign NDAs. Data disclosure to potential investors is phased and strictly controlled.
• Too low valuation – the idea of selling a company “below value” is difficult to accept. A professional valuation supported by hard data, high-quality presentation materials and a competitive investor process are crucial.
• Uncertainty about the company’s future – many entrepreneurs worry about employees, brand reputation and customer trust after the sale. This is why investors’ strategic plans are often negotiated alongside price.
• Fear of a long and complex process – running a company requires full focus. Owners are often concerned that a transaction will disrupt daily operations. Advisors take on the organisational burden so that management can continue focusing on the business.
• Tax aspects – selling a company usually creates a significant taxable income. Early cooperation with tax advisors helps to manage these liabilities.

Conclusion

Selling a company is a complex process that requires preparation, time and experience. Done well, it allows owners not only to achieve a satisfactory price, but also to select an investor who ensures further growth of the business.

The key to success lies in thorough preparation and the support of professional advisors. They guide owners and management step by step, minimising risks and addressing challenges as they arise.