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How Long Does It Really Take to Sell a Business?

What Owners Should Expect From First Conversation to Closing


Most owners underestimate how long it takes to sell a business. They either assume it is like selling a house (“couple of months, right?”) or they have heard horror stories of deals dragging on for years and hope they will be the exception. The truth usually sits in the middle:


For a well-prepared, reasonably priced business, a typical timeline runs 6–11 months from “I’m serious about selling” to money in the bank.


Here is what that actually looks like in practice—and what tends to slow it down.


Phase 1: Preparation (Months 1–2)


Getting the story, numbers, and materials ready


This is the part most owners want to rush, but it is also where you gain or lose leverage before a single buyer sees the deal. Typical work in this phase:


  • Financial cleanup and normalization: Recasting financials to show true owner benefit (SDE/EBITDA), backing out one-time or discretionary expenses, and making sure the last 3 years are coherent and defensible.

  • Valuation and positioning: Using market data and deal experience to narrow in on a realistic price range and the “why now, why this business” narrative that buyers will respond to.

  • Marketing materials: Building a blind profile/teaser and a confidential information memorandum (CIM) that tells a clear, credible story without oversharing sensitive details.


Owners often ask, “Can we skip ahead and just see if anyone is interested?” You can—but the deals that close cleanly and at strong valuations almost always invested in this prep work first.


Phase 2: Marketing & Buyer Outreach (Months 2–5)


Quietly finding and qualifying the right buyers


Once the groundwork is in place, the advisor quietly takes the business to market. This phase typically includes:


  • Targeted outreach: Contacting private equity groups, strategic buyers, searchers, and high-net-worth individuals who are a fit for your size, industry, and geography.

  • Screening and NDAs: Filtering out “tire-kickers,” securing non-disclosure agreements, and sharing information in stages so confidentiality is protected.

  • Initial calls and Q&A: Early conversations where buyers calibrate: “Do we like the story? Do the numbers make sense? Does this fit our strategy?”


By the end of this phase, you ideally have multiple serious buyers leaning in, which is what creates competitive tension and options.


Phase 3: Negotiation & LOI (Months 5–6)


Agreeing on headline price and structure


When one or more buyers are serious, things move into structured negotiation:


  • Offer comparison: It is not just about the top-line price. Your advisor compares cash at close, earn-outs, seller financing, rollover equity, working capital assumptions, and timing.

  • Back-and-forth negotiation: Clarifying expectations on transition, employment/non-compete terms, and what is included or excluded from the deal.

  • Letter of Intent (LOI): The buyer and seller sign a non-binding LOI that sets out the key terms and gives the buyer an exclusivity window to conduct due diligence.


Owners often think, “Once the LOI is signed, we are basically done.” In reality, a lot of the real work—and risk—lives in the next phase.


Phase 4: Due Diligence & Closing (Months 6–11)


Verification, documentation, and last-mile problem solving


Due diligence is where the buyer and their advisors verify that what was presented is accurate and sustainable. This phase typically involves:


  • Deep dive into financials: Sometimes including a Quality of Earnings (QofE) report, tax review, and working capital analysis.

  • Legal and operational review: Contracts, leases, licenses, HR practices, customer concentration, vendor dependencies, and any potential liabilities.

  • Financing and definitive agreements: The buyer finalizes bank/SBA/PE financing while attorneys draft the purchase agreement, schedules, and closing documents.


If preparation was strong and there are no major surprises, this phase feels like a grind but moves steadily toward closing.


If preparation was weak or key risks surface here, this is where deals slow down, get retraded (price and terms changed), or fall apart.


What Actually Slows the Process Down?


In theory, you can move from decision to sale in 6–9 months. In practice, a few patterns extend that timeline:


1. Incomplete or messy financials


If the books are not clean, consistent, and reconcilable:


  • The advisor spends extra time recasting and explaining.

  • Buyers lose confidence and request more information.

  • Banks drag their feet or require additional support.


Every missing schedule or unexplained adjustment adds friction and time.


2. Unrealistic pricing


If the asking price is significantly out of line with market reality:


  • High-quality buyers pass quickly.

  • The business sits on the market too long and goes “stale.”

  • The owner ends up making multiple price reductions over time.


It is far better to price within a rational range and let competitive interest pull value up than to anchor too high and chase the market down.


3. Surprises in diligence


The fastest way to extend or kill a deal is for the buyer to discover something in diligence that should have been disclosed or handled earlier, such as:


  • A problematic lease or landlord

  • Unresolved tax, legal, or compliance issues

  • Customer concentration no one mentioned

  • Undisclosed related-party arrangements or liabilities


When buyers feel surprised, they do one of three things: slow down, re-price, or walk.


Why Preparation Is the Biggest Time Saver


Owners often look for shortcuts in the timeline—“Can we speed up marketing?” or “Can we close faster?”


In reality, the biggest lever you have is preparation:


  • Clean, well-documented financials

  • Realistic, market-informed valuation

  • Honest assessment of risks (lease, customers, dependence on you)

  • Thoughtful answers ready for the questions buyers will ask


The more of that work you do up front with an experienced advisor, the smoother and faster the back end of the process runs.


If you are starting to think about a sale—whether in the next 12–24 months or sooner—it can be useful to get a clear, realistic view of what the timeline would look like for your specific business.


The size of the company, the industry, your role in day-to-day operations, and the strength of your financials all affect how long it will actually take.


Getting that clarity early lets you plan around it, rather than being surprised by it.

 
 

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Independent Sales For M&A Advisors

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Tyler Cox
Tyler@off-mkt.com

203-505-4264

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