Simon Heath is a Partner of Heligan Group with 20 years of mid-market M&A advisory experience, having previously been a Director at KPMG Corporate Finance. In this article he explains how to sell a business in plain terms, breaking down the process into six key steps:
There comes a moment, after years of building something from scratch, when a business owner looks up and wonders: “Is it time to move on?” It’s rarely just about the money. More often, it’s about timing, identity, and legacy.
Selling a business isn’t just a transaction. It’s a turning point. For many, it’s the biggest deal of their life and not just financially. You’re not selling a product. You’re letting go of a thing you’ve poured years, maybe decades, into shaping. It’s personal but it also needs to be precise.
So how do you do it right? Not flawlessly, because let’s be honest, there’s no such thing, but with clarity, control, and a good handle on what actually matters.
Here’s the six-step process most experienced sellers follow, whether they’re handing off a family firm or exiting a fast-growing startup.
Step 1: Get clear on what you actually want
Before anything else, get brutally honest with yourself: What’s a good outcome? Is it walking away completely on Day One with cash in the bank? Is it sticking around as a consultant for a few years? Are you hoping to pass it down to your team or just ready for a clean break?
These aren’t small questions, they shape everything. Your personal goals, your timeline, your appetite for risk – they’ll all influence the kind of deal you pursue and the buyers you engage. A founder looking for maximum payout will approach things differently from someone prioritising continuity or employee ownership.
If you don’t answer these questions early, you’ll be forced to answer them later, when the stakes are higher and the clock is ticking.
Step 2: Get your house in order
Once you know your destination, it’s time to clean up the path. This is the prep stage, where you get financials tight, legal documents squared away, and anything fuzzy about your operations clarified.
Think of it like staging a house for sale. You’re not changing the bones, but you’re making sure the lights work, the windows open, and the floorboards don’t creak. That means three years of clean financials, clear customer contracts, ownership of IP, and tidy employee arrangements.
Buyers want confidence. Not perfection, but transparency. If you can show that your business runs well, and explain the how and the why, you’re already ahead of the game.
Step 3: Understand who might buy and why
Not all buyers want the same thing. Some are strategic players looking to expand their footprint. Others are financial investors hoping to grow and flip. Some might be your own management team or an employee ownership trust. Each group has different priorities, different deal structures, and very different expectations.
That’s why understanding buyer profiles is critical. It’s not about chasing anyone with a checkbook, it’s about connecting with people who value what you’ve built. And yes, culture fit matters. You don’t want to spend six months in negotiations only to realise the buyer plans to gut the team or scrap your core product.
Start by asking: Who benefits most from owning my business? Who would see this as an opportunity, not a fixer-upper? Then work from there.
Step 4: Create some competitive tension
Here’s a little truth: nothing drives a better deal like knowing you’re not the only one at the table. When buyers sense competition, real, qualified competition, they sharpen their pencils. Offers tend to get stronger. Terms become more flexible. Timing accelerates.
But creating that kind of tension isn’t about shouting from the rooftops. It’s about structured, selective outreach. You approach potential buyers quietly, under NDA, with just enough information to pique interest. If multiple parties engage, you manage them in parallel, keeping the process clean and the momentum up.
It’s a bit like a well-run auction but without the shouting.
Step 5: Negotiate, thoughtfully
Negotiation is where a lot of first-time sellers stumble. Not because they aren’t savvy, but because emotion gets in the way. You’re proud of what you’ve built. You want it to be valued, not just in numbers, but in respect.
The best negotiators know when to push and when to step back. Price matters, but so do terms: how the payment’s structured, what happens if targets aren’t hit, how long you’re tied in. It’s easy to chase the highest offer, only to find that it’s packed with strings.
The goal here isn’t to “win.” It’s to walk away with a deal that feels fair, achievable, and reflects the effort you’ve put in.
Step 6: Glide through diligence
Due diligence is the buyer’s deep dive. They’ll want to know how everything works and whether there are any skeletons in the closet. It can feel invasive, and yes, it’s exhausting. But if you’ve done the groundwork, it shouldn’t be a slog.
This is where process management matters. Coordinating advisors, gathering documents, answering buyer questions, it all needs to run smoothly. The more frictionless you make it, the more confident the buyer becomes. That confidence usually shows up in the final terms.
And once diligence is done? You’re nearly there.
Selling a business is often described as “part marathon, part chess game.” That’s not far off. It’s long, emotional, and full of strategic choices that affect not just the outcome, but how you feel about it after it’s all done.
