A lot of sale mandates cross our desk. The processes that go off the rails almost always share the same cause: not a bad market, not a bad buyer, but a company that wasn't ready. The good news: preparation is something you can manage. Here's the work to do, 12 to 18 months before launch.
1. Numbers that stand up to an audit
Any serious buyer will have your accounts audited. What they'll look for: how reliable your EBITDA is, the quality of your revenue (recurrence, customer concentration), normalised working capital. What you need to prepare:
- Clean management accounts: margin by business line, by customer, by product.
- Documented adjustments: owner's pay, mixed personal and business expenses, one-off items. A credible adjusted EBITDA is built on evidence, not on your word.
- Monthly reporting that has been in place for at least 12 months. Showing that you're in control already goes a long way.
2. Make the business less dependent on you
This is the number one weak spot in SMEs. If everything goes through you (key customers, decisions, know-how), the buyer is buying a risk, and they'll make you pay for it: a discount, a long earn-out, a binding handover period. Twelve months is the minimum to delegate in a way people can see: an identifiable management team, written processes, customer relationships that don't rest on you alone.
3. Lock down what creates the value
- Key contracts: customers, suppliers, lease. Check the change-of-control clauses, which can give your partners a way out at closing.
- Intellectual property: registered trademarks, code owned by the company (and not by a freelancer who never assigned the rights), domain names.
- Key people: shareholder agreements, incentive schemes, up-to-date non-compete clauses.
- For an impact company: your impact KPIs, measured and documented, and your accreditations (ESUS in particular, the French social-utility label). It's a negotiating asset, as long as you can prove it.
4. Plan for tax, now
The tax structuring of a sale (rolling your shares into a holding company before the sale, the French Dutreil pact for a family handover, the capital gains regime) is prepared months, sometimes years, in advance. Some schemes require minimum holding periods. It's the first topic to tackle with your tax lawyer: once the LOI is signed, it's too late to optimise.
5. Don't let the business slow down
A sale process takes 6 to 10 months and eats up a staggering amount of energy. The classic trap: the owner gets absorbed by the deal, sales drop off, and the buyer chips the price down at the finish line. That's exactly why an adviser runs the process: so you stay focused on performance, which remains your best negotiating argument right up to the last day.
The process, once you're ready
Our sale mandates follow a proven playbook: 2 to 4 months to test market value (30 to 60 qualified counterparties approached confidentially, about half reply, around ten sign an NDA), then 3 to 6 months of negotiation, due diligence and documentation through to closing. At the end, 1 to 3 firm offers that we play off against each other. The details are on our M&A page.
The question you'll be asked
“Why are you selling?”
Prepare an honest, consistent answer. A buyer quickly spots a seller in a hurry or a hidden problem. “I want to bring the company into a group that can take it further” is a good answer if your process proves it. And for an impact company, the real question behind it: what happens to the mission after you? Serious buyers want an answer, and so do we: it's the very reason Prouesse exists.
