{"id":253554,"date":"2026-05-04T13:22:41","date_gmt":"2026-05-04T11:22:41","guid":{"rendered":"https:\/\/highgate.sk\/how-to-sell-a-company-process-buyer-selection-time-and-costs\/"},"modified":"2026-05-04T14:09:29","modified_gmt":"2026-05-04T12:09:29","slug":"how-to-sell-a-company-process-buyer-selection-time-and-costs","status":"publish","type":"post","link":"https:\/\/highgate.sk\/en\/how-to-sell-a-company-process-buyer-selection-time-and-costs\/","title":{"rendered":"How to sell a company: process, buyer selection, time and costs"},"content":{"rendered":"\n

For many entrepreneurs, selling a business is one of the most important decisions in their professional life. It is not just a legal transfer of shares or shares, but a process in which the financial expectations of the seller, the business logic of the buyer, the emotions of the founders, tax issues, due diligence and detailed contractual negotiations all come together. This is why the process of selling a company is usually much more complex than it may seem at first glance. <\/strong><\/p>\n\n

Company owners often ask themselves similar questions: how does the sale of a company work, how long does the whole process take, how much does it cost, when is the right time to start and how to find a buyer<\/strong> who will not only offer the highest price on paper, but will also be able to actually complete the transaction. In practice, it is not only the amount of the offer that is decisive. Equally important are the certainty of the financing, the credibility of the buyer, their vision for the future of the company and their willingness to take on a fair share of the transaction risk. <\/p>\n\n

In this article, we present a practical overview of what the process of selling a company on the Slovak market usually looks like, what phases it consists of, how the selection of a buyer is approached and what time and cost frame should be taken into account. The aim is not to give an academic interpretation, but to provide entrepreneurs with a basic orientation so that they know what to expect when selling a company and where the most common mistakes are made. <\/p>\n\n

Selling a company is not a one-off act, but a controlled process<\/h2>\n\n

When people talk about the sale of a company, in common parlance they often mean the moment when the contract is signed or the purchase price is credited to the account. In reality, however, the sale of a company is a process that starts much earlier. In well-prepared transactions, several months of preparation precede the actual approaching of the market<\/strong>. The seller, together with his advisors, analyses what he is actually selling, what the company’s strengths are, what risks the buyer may discover during the due diligence process, and what arguments can be used to defend the desired value of the company. <\/p>\n\n

This preparatory phase is extremely important. If the company is internally organized, has clear contractual documentation, resolved corporate issues, clean accounting and a plausible business plan<\/strong>, the whole process of selling the company is usually faster and leads to a better result. Conversely, if issues only begin to be resolved during the transaction, the buyer will almost always reflect them in the price or in the seller’s warranty and liability coverage requirements. <\/p>\n\n

It is therefore advisable to clarify at the outset not only whether the owner wants to sell the company, but also why he wants to sell it. A transaction in which the founder leaves the business altogether looks different from a situation in which he wants to keep a minority stake, stay in the management and further develop the business together with the investor. It is these strategic decisions that strongly influence the choice of the buyer, the structure of the transaction and the form of the contractual documentation. It is equally important to have realistic expectations about the value of the company and the desired purchase price. This is helped<\/strong> in practice by an expert valuation of the company before negotiations with a potential investor<\/strong> or buyer begin<\/strong>. <\/p>\n\n

How the process of selling a company usually starts<\/h2>\n\n

The initial preparation is followed by the formulation of a transaction strategy. The seller will usually determine what type of investor they are looking for, the scope of information they want to provide at each stage of the process and what parameters are critical to them in the sale. Sometimes the priority is the maximum price, other times it is the speed of closing the transaction, preserving the brand, protecting employees or maintaining a certain degree of autonomy of the company after the sale. <\/p>\n\n

In practice, basic sales materials are then prepared. In the initial phase, an anonymised teaser is usually used, i.e. a brief summary of the company without identifying the seller. After a non-disclosure agreement is signed, a more detailed information memorandum is typically made available, describing the firm’s business, financial performance, customer structure, competitors, management and other relevant data. The quality of these materials has a significant impact on how the market perceives the firm and what type of buyers will engage in the process. <\/p>\n\n

If the goal is to find the best buyer for the company, it is usually advisable not to negotiate with just one entity<\/strong>. The competitive environment is very important in M&A transactions. If there are multiple relevant bidders, the seller is in a better negotiating position not only in relation to price, but also in relation to payment structure, due diligence terms or the wording of key provisions of the agreement. <\/p>\n\n

How to find a buyer and who to approach when selling a business<\/h2>\n\n

The question of how to find a buyer for a company is one of the most common. The answer depends on the size of the company, the industry in which it operates and whether it is a local player or a business with international reach. In principle, buyers can be divided into strategic investors and financial investors. A strategic investor tends to be a business from the same or a related industry that sees synergies, market expansion, technology, know-how or customers in the acquisition. A financial investor, typically a private equity fund or family office, on the other hand, evaluates a company mainly through its growth potential and future returns. <\/p>\n\n

From the seller’s perspective, it is not automatically true that the highest bidder will be the best buyer. A strategic investor may be able to pay more because he perceives synergies<\/strong>. At the same time, however, he may demand broader warranties, longer restrictions on competition or more extensive founder involvement after the sale. A financial investor may be more flexible in managing the company post-transaction, but more often proposes deferred payment or earn-out mechanisms. The right choice therefore always depends on the seller’s priorities. <\/p>\n\n

The appropriate buyer prospecting process is usually targeted<\/strong>. It is not a public advertisement of the sale of the company, but a discreet approach to a selected group of interested parties who have a real motivation and financial capacity to make the transaction. This is where the added value of M&A transactional advisors in collaboration with experienced M&A lawyers is significant, as they can help with how to set up the market approach to get the company in front of relevant investors, but at the same time not unnecessarily expose the company to reputational or competitive risk. <\/p>\n\n

Choosing the best buyer is not just about price<\/h2>\n\n

After initial negotiations, interested parties submit non-binding offers. It is often at this stage that it becomes apparent that there can be a significant difference between the declared price and the actual attractiveness of the offer. When evaluating bids, it is necessary to look at several parameters at once. It is important whether the buyer has secured financing, how quickly he can make decisions, whether his offer is subject to complex internal approval processes and whether he is including overly optimistic assumptions in the price that he will abandon later in the negotiations. <\/p>\n\n

Equally important is the structure of the consideration. The seller should carefully distinguish between a fixed purchase price payable at closing and a price that is only partially guaranteed and the rest depends on the future performance of the company (earn-out). In practice, it happens that a nominally higher offer is less economically advantageous than a lower, but certain and easier to implement offer.<\/strong> The required scope of due diligence, the proposed exclusivities, the length of the negotiations and the buyer’s approach to contractual risk allocation should also be assessed.<\/p>\n\n

When choosing a buyer, it is therefore advisable to set evaluation criteria in advance and not to compare offers only intuitively. If the seller is clear about what is decisive for him, he is better able to resist offers that look attractive at first glance but in reality carry a high risk of not completing the transaction or unreasonable post-sale commitments. <\/p>\n\n

Due diligence as a moment of truth<\/h2>\n\n

After selecting a shortlist of interested parties, there is usually a due diligence phase, i.e. a financial, legal and often tax review of the company. For business owners, this is usually the most intensive part of the process of selling a company<\/strong>. The buyer wants to make sure that the company is in a condition that matches the information presented, while also identifying areas that may impact the value or future operations of the company. <\/p>\n\n

Legal due diligence focuses, for example, on corporate documentation, ownership relationships, key contracts, employment issues, litigation, regulatory approvals or intellectual property protection. Financial due diligence analyses the quality of earnings, EBITDA development, cash flow, working capital, debt and other indicators. If a company has not been prepared for this process, a buyer may discover deficiencies that, while they may not be liquidating for the company, significantly weaken the seller’s position in a sale<\/strong>. <\/p>\n\n

A very common mistake is that owners underestimate the quality and completeness of the data room. Chaotically uploaded documents, outdated contracts or unclear explanations on sensitive topics reduce the credibility of the seller. Conversely, a well-prepared data room not only speeds up due diligence, but also creates the impression of a professionally managed company. The buyer is then often more willing to discuss more favorable terms of the transaction. <\/p>\n\n

How long does it take to sell a company<\/h2>\n\n

A common question from entrepreneurs is how long it takes to sell a business. There is no one-size-fits-all answer because the length of the process depends on the size of the firm, the readiness of the seller, the number of buyers approached, and the regulation of the particular industry.<\/strong> However, for smaller and medium-sized transactions, it can be roughly said that the entire process of selling a company from initial preparation to closing often takes approximately four to nine months. For more complex or cross-border transactions, it can take even longer. <\/p>\n\n

The actual preparation before the launch of the company can take one to three months, sometimes even longer if internal deficiencies need to be resolved first. The market approach and indicative bidding phase typically takes several weeks to two months. Due diligence and negotiation of contractual documentation tend to be the most time-consuming. If bank approvals, antitrust approvals, business partner approvals or complex post-closing setups are added to the process, the timeline can be significantly extended. <\/p>\n\n

Therefore, the seller should not plan the sale of the company as if it were an ordinary business contract that can be concluded in a few days and such a process should be dealt with “in the evenings”. A successful transaction requires not only patience, but also the full involvement of the owner in the sale process. Trying to significantly speed up the process is sometimes counterproductive because it creates pressure for decisions that have a major financial impact. <\/p>\n\n

How much does it cost to sell a company and what costs should be taken into account<\/h2>\n\n

The question of how much it costs to sell a company is often simplified to just the lawyer’s fee or the success fee of the transaction advisor. In reality, it is a broader set of costs. In addition to legal services, there are usually financial, tax and sometimes accounting advice, preparation of sales materials, vendor due diligence (i.e., the company’s own legal and financial audit to identify risks and weaknesses that could reduce the value of the company) or internal management costs associated with preparing documents and communicating with potential bidders. <\/p>\n\n

For smaller transactions, the costs are often in the tens of thousands of euros; for larger deals, they are usually assessed as a percentage of the transaction value.<\/strong> However, the exact number always depends on the structure of the transaction, the intensity of competition between the buyers and the extent to which the firm is prepared. It is true that good preparation does cost a certain budget, but very often it will pay off in the form of a higher price, a faster process or lower post-closing risks. At the same time, however, the laboriousness, the extent of the transaction documentation and the process of selling a company with a purchase price in the hundreds of thousands of euros or units of millions is not fundamentally different from selling a company worth tens of millions of euros. In other words, there is no direct proportionality between the cost of selling a company and the value of the company. <\/p>\n\n

Business owners should be realistic about costs. The sale of a business is a transaction where the difference in price or terms may be many orders of magnitude more than<\/strong> the cost of professional preparation. Saving on key advisors therefore often does not pay off in the M&A world. <\/p>\n\n

The most common mistakes when selling a company<\/h2>\n\n

In practice, there are several recurring mistakes that have a direct impact on the price or success of the entire transaction. The first is the late start of preparation.<\/strong> Many entrepreneurs start the process of selling a business only when they are mentally determined to walk away, or a specific offer from a potential investor or buyer lands on the table. However, this tends to be too late to have time to address any legal, tax or operational weaknesses that a buyer may uncover during due diligence. Also, there is often no time and space left to set up a suitable, tax-efficient sale structure and meet the timing tests, which are one of the basic conditions for a possible tax exemption in a sale. <\/p>\n\n

The second common mistake is approaching or accepting the first offer from one or the first buyer <\/strong> without creating competitive pressure. If the seller negotiates exclusively with one bidder, he gradually gets into a more dependent position. The buyer has more room to lower the price, prolong negotiations or expand its demands. The competitive process, in turn, increases the discipline of the bidders and improves the bargaining power of the seller. <\/p>\n\n

The third mistake is focusing too much on the headline price. Sometimes the seller is persuaded by a high figure in the indicative offer, but does not pay enough attention to what part of the price is guaranteed, what are the conditions of its payment and what is the extent of the responsibility to be borne after the sale. The result can be a situation where a formally high purchase price does not in practice have the expected economic effect. <\/p>\n\n

Internal communication is also a very underestimated area. Information about the sale of a company is sensitive to management, employees, customers and financing banks.<\/strong> If communication is not handled properly, it can negatively affect the running of the company at a time when it is important to demonstrate stability and good performance.<\/p>\n\n

Practical recommendations for business owners<\/h2>\n\n

If a business owner is considering a sale in the next twelve to twenty-four months, it usually makes sense to start preparing now. The first step should be an honest internal diagnostic (audit) of the company<\/strong>: what would convince the buyer and what could discourage him. In many cases, weaknesses that would have a disproportionately large impact during the transaction can be relatively easily eliminated before the process begins. <\/p>\n\n

It is equally important to set realistic expectations. Selling a business is not just about how much the seller thinks his business is worth. Value is created in a particular market context, with particular buyers, and with a particular transaction structure<\/strong>. Good preparation, therefore, includes understanding what the buyer actually values and what factors may detract from value. <\/p>\n\n

The seller should also be aware from the outset that the M&A process requires a significant degree of discipline. Documents must be prepared on time, due diligence responses consistent, communication with buyers coordinated and decision-making within the company swift. The best results are usually achieved by those entrepreneurs who treat the process of selling a company as a separate project with clear governance, rather than as a sideline activity alongside the normal running of the business. <\/p>\n\n

Finally, a well-chosen team of advisors can significantly reduce the risk of errors. The lawyer, financial advisor and tax advisor should not just be a formal addition to the transaction. Their role is to help the seller prepare the business, get the process right, test offers, identify risks and negotiate the terms and conditions so that the outcome of the sale is not just good on paper, but also in real life. <\/p>\n\n

Our advice<\/h2>\n\n

The sale of a company is a complex process in which decisions are made not only about the price, but also about the degree of certainty, speed, the future of the company and the extent of risks that remain with the seller after the transaction. How the sale of a company proceeds cannot therefore be reduced to a single contract or a single meeting with an investor. It is a series of follow-up steps that need to be properly prepared, timed and negotiated. <\/p>\n\n

If the process is set up well, the seller has a significantly better chance of finding a suitable buyer, achieving a better price and avoiding unnecessary post-closing disputes. That is why it is not who starts the negotiations first but who is better prepared for the transaction that makes the difference in the sale of a company. <\/p>\n\n

At Highgate Law & Tax, we provide comprehensive tax and legal transactional advice on the sale of companies. We represent both sell-side and buy-side sellers. We guide clients through the entire process, from commenting on non-binding offers (term-sheet, letter of intent, non-binding offer), through conducting due diligence, drafting and negotiating the complete transaction documentation (including SPA – agreement on the sale of shares or stock in the company, escrow agreements, shareholders’ agreements) and advising on the completion (closing) of the transaction. <\/p>\n\n

We are Highgate Group, modern advisors for your law, tax and accounting under one roof.<\/strong>Sign up to our newsletter for more practical M&A topics.<\/p>\n\n

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