The 11 Most Important Things to Get Right When Selling Your Business

Most people who sell a business do it exactly once in their life. The buyer on the other side of the table — or the buyer's advisors — has often done it many times before. That imbalance is exactly why selling a business can go from being a good deal to an expensive learning experience, if you don't know what to actually watch out for once the company is listed for sale.

Our guide to selling your business in 7 steps gives you the practical, chronological recipe — from timing to listing to signature. This article is something else: an in-depth walkthrough of the factors that determine whether the deal itself turns out well for you, regardless of which step of the process you're at. We've gathered the 11 most important, in no particular order — because they're not necessarily relevant in the order listed here. Some become relevant as soon as you start considering a sale. Others only when the contract is about to be signed.

1. Know the difference between an asset purchase and a share purchase before you negotiate price

One of the first questions a buyer — and you yourself — should ask is whether the deal is structured as an asset purchase or a share purchase. In a share purchase, the buyer takes over the entire company, with its registration number, history and everything contained within it — including any obligations you may not have full visibility into yourself. In an asset purchase, only the specific assets that create the value are bought instead: customers, inventory, operating equipment, domain and goodwill, while the company itself — and its history — stays with you as the seller.

The choice affects the price negotiation, the tax, and how much work needs to go into the agreement itself. It's not necessarily you who decides this alone — many buyers prefer an asset purchase precisely to avoid taking on unknown obligations. Get it clarified early in the dialogue, so you're negotiating about the same thing. Read the full walkthrough in our article on asset purchases vs. share purchases.

2. Your business valuation needs to be defensible — not just feel right

The most common mistake we see is a price set based on what the seller "needs" or "feels the business is worth", rather than what the market will actually pay. A realistic price is built on documented figures — revenue, earnings (EBITDA), industry multiples and comparable deals — not on emotions or a round number you had in the back of your mind.

A large part of the price also lies in something that never appears directly in the accounts: goodwill — the value of brand, customer relationships, reputation and know-how. That's exactly the part of the price most often up for negotiation, because it can't be looked up in a spreadsheet. Read what goodwill actually covers, and how to calculate a realistic value step by step. If you're already in a negotiation where you're far apart on price, our article on how to move forward when disagreeing on price may be relevant.

3. Don't share sensitive information before a confidentiality agreement is signed

As soon as a buyer dialogue becomes serious, you'll be asked to share information you don't want publicly available — financial figures, customer lists, or the business's name, if your listing is anonymous. The document that should protect you before that dialogue begins is a confidentiality agreement, most often known by its English abbreviation NDA ("Non-Disclosure Agreement"). It sets out what may be shared, who may see it, and what happens to the information if the deal never materializes.

An NDA isn't just a formality — it's the simple, cheap insurance that prevents sensitive information about your business from circulating freely if a potential buyer pulls out or turns out not to be serious. See what a confidentiality agreement (NDA) should contain.

4. A letter of intent isn't binding — but don't underestimate it

Once buyer and seller have agreed on the overall framework — price, structure, timeline — this is typically formulated in a letter of intent, known by the abbreviation LOI. It's generally not legally binding for the transfer itself, but it sets the framework for everything that follows — including how long the subsequent due diligence process may take, and whether an exclusivity period is agreed, during which the seller may not negotiate with other buyers simultaneously.

Precisely because it's not binding, many underestimate the importance of a well-formulated LOI — but a vague or overly loose letter of intent is one of the most common sources of negotiations later going off the rails. See what a letter of intent (LOI) should contain, to avoid exactly that.

5. Due diligence is coming — no matter how small the business is

Due diligence — often abbreviated DD — is the review a buyer conducts of your business before the deal becomes final. The purpose is for the buyer to get an accurate picture of finances, operations and risks, before the decision to buy — and at what price — becomes final. Many sellers mistakenly believe due diligence only applies to large deals. It doesn't: even a smaller business is usually reviewed, just on a smaller scale.

The better prepared you are — tidy accounts, clear contracts, documented ownership of what you're selling — the faster you get through the process, and the smaller the risk that something unexpected sends you back to the negotiating table. See the full walkthrough in our article on due diligence when selling a business.

6. A standard template isn't enough for the transfer agreement itself

The transfer agreement — often called an SPA ("Share Purchase Agreement" or "Sale and Purchase Agreement") — is the document that legally executes the sale. This is where warranties, liability limitations, payment terms, and what happens if something later turns out to be different from what was disclosed, are finally settled.

A generic template found online rarely covers the aspects that are actually specific to your business and your deal — which warranties make sense for your particular industry, how long should you remain liable for them, and how is any earn-out or remaining payment handled? This is exactly where many sellers end up either with an agreement that doesn't protect them well enough, or an unnecessarily drawn-out negotiation, because neither party is sure what's "normal" to require. Under our Advisory & Mediation package, you get access to advisors who ensure the agreement genuinely fits your deal — made easy, simple and manageable, instead of you having to navigate the legal side alone. See the full walkthrough of what a transfer agreement should contain.

7. Tax needs to be planned before you sign — not afterward

How much you actually end up with after a sale depends heavily on how the deal is structured for tax purposes — and most of the options available to reduce or defer tax need to be in place before the agreement is signed, not afterward. If you own the business through a holding company, a sale of the operating company can often happen tax-free for the holding company, until the money is actually paid out to you personally. If instead you transfer to family or a key employee, it can happen with tax succession, so taxation is deferred until the recipient sells on someday.

See the full walkthrough of tax and VAT when selling a business, and how the choice between an ordinary sale and a transfer affects the calculation.

8. A non-compete clause often comes with the deal — know the boundaries before you accept it

When you sell a business, you're not only selling assets and customers — you're also selling goodwill and future earning power. To protect exactly that, most deals include a non-compete clause that limits what you as seller may do afterward — often for 1–3 years, limited to the industry and geographic area the business actually operated in.

If you already know you'd like to start something new after the sale, say so early in the negotiation, so the clause can be limited to genuinely protecting what the buyer is paying for — without unnecessarily binding your future. Read more about what's reasonable in a non-compete clause when selling a business.

9. Choose your advisors carefully — not everyone can do the same thing

A business sale typically involves several different advisory roles: the accountant, who understands the tax and accounting aspects; the lawyer, who secures the legal foundation; and a broker or advisor, who finds the buyer and negotiates the price. It's far from certain you need all three in full — but it's worth knowing who does what, so you don't end up with a gap in your advisory support at the moment it hurts the most.

See who you actually need in our walkthrough of accountant, lawyer or broker, and how to generally choose the right advisor for your specific situation.

10. Employees need to be informed correctly — the law and the psychology are two different things

If it's legally a business transfer, you as seller have a duty to inform and negotiate with employees — they have the right to know the date, reason and consequences of the transfer with reasonable notice before it happens. But the legal duty is only half the story: poorly timed or poorly communicated information can create unnecessary unrest and resignations, exactly when you need stable operations most, right before the handover.

See both the legal side in our article on informing employees about a sale, and the practical, human side in how to avoid employees panicking during a sale.

11. Has the negotiation deadlocked? It doesn't necessarily mean the deal is dead

Even well-prepared deals can hit a deadlock — over price, over a warranty in the transfer agreement, or over something due diligence has uncovered. Here it's worth knowing the alternative to simply walking away: a mediator, a neutral third party who helps the parties find their own way to a solution, without either of you having to give up what actually matters to you. It's typically far faster and cheaper than letting a stuck negotiation end in a lawsuit.

Read how a mediator can help move the negotiation forward, if you're at an impasse, or book a no-obligation call about the Advisory & Mediation package, so you have that option ready long before you need it.

Frequently asked questions

What's the difference between an NDA, an LOI and an SPA?

An NDA (confidentiality agreement) protects sensitive information while you're talking. An LOI (letter of intent) describes the overall framework you've agreed on, but isn't binding. An SPA (transfer agreement) is the final, legally binding agreement that executes the sale itself.

Do I need to go through all 11 points, no matter how small my business is?

Yes, to some extent — but the scope varies greatly. A smaller business typically requires far simpler due diligence and a shorter transfer agreement than a large one, but the principles behind each point apply regardless of size.

At what point in the process do these matters become relevant?

Most become relevant gradually, not at one specific moment — the NDA comes early, the LOI midway, due diligence and the transfer agreement itself late in the process, while questions about valuation, advisors and tax are relevant to have sorted from start to finish.

Can I handle it all myself, without advisors?

For smaller, simpler deals, many of the points can be handled yourself, especially with help from guides like this one. The larger or more complex the deal, the more it argues for involving an accountant, lawyer or advisor on the points where the consequences of a mistake are greatest — typically tax, warranties in the transfer agreement, and the non-compete clause.

Where do I start if I'm right at the beginning of considering a sale?

Start with our practical guide to selling your business in 7 steps for the overall process, and use this article as a reference along the way, as you encounter each individual matter in practice.

No matter where you are in the process, feel free to book a free, no-obligation call about our Advisory & Mediation package, if you'd like help navigating one or more of the points above.