Selling a Business Step by Step: From Decision to Signed Agreement

While many guides to selling a business focus on the practical side — the listing, the photos, buyer contact — this article covers the formal skeleton every business sale is built on: the documents and milestones that mark how far you've come in the process.

Step 1: The decision and initial preparation

Before anything else happens, you need to decide whether and when you want to sell. Read about when the right time is to sell your business, if you're unsure.

Step 2: Confidentiality agreement (NDA)

As soon as a buyer dialogue becomes serious, a confidentiality agreement should be signed before you share sensitive information like accounts or customer lists.

Step 3: Letter of intent (LOI)

If you're fundamentally in agreement on the overall terms, this is formalized in a letter of intent — not binding for the deal itself, but delimiting what you move forward with.

Step 4: Due diligence

The buyer now examines the business's financial, legal and operational matters in depth. See what's typically investigated, and how to prepare.

Step 5: Negotiating the final terms

Based on due diligence, the final price and specific terms are negotiated — including any warranties, a non-compete clause, and whether an earn-out should be part of the deal.

Step 6: The transfer agreement is signed

The binding transfer agreement formalizes everything you've agreed on — including warranties, liability limitations and the final purchase price.

Step 7: Closing and informing employees

On the takeover day, the business formally changes owner. If the business has employees, they need to be informed with reasonable notice — see the rules in our guide on how to inform employees without panic.

How long do the individual steps take?

The time varies considerably depending on the business's size and complexity — as a starting point, due diligence alone takes between 4 and 6 weeks. See the full picture in our article on how long a business sale typically takes.

Do you need to go through all the steps yourself?

No — most of these documents can be prepared with help from a lawyer on exactly the points where you need it, without needing a full broker process. Read about what our Advisory & Mediation package covers, if you want an experienced sparring partner throughout the process.

Ready to start with step 1? Create your listing here.