A Company Sale is a Marathon, Not a Sprint

A typical business sale in Switzerland takes 12 to 24 months — from the first valuation to signing at the notary. Knowing this process allows you to manage it actively and avoid mistakes that can cost millions.

This guide takes you through every phase of a professional company sale.

Phase 1: Preparation (3–6 Months Before the Process)

Valuation and Value Enhancement

Before launching the process, you should know what your business is worth — and what you can do to increase that value.

Typical steps in this phase: - Prepare financial data for the past 3–5 years - Calculate the "normalised EBIT" (owner salary adjustment, one-off items) - Reduce owner dependency (documentation, delegation) - Renew long-term customer contracts - Resolve any open legal disputes

Rule of thumb: Every month invested in preparation can increase the sale proceeds by 10–20%.

Maintaining Confidentiality

The intention to sell should initially be known only to a small inner circle. Employees, customers, and suppliers should be informed at the right moment — too early creates uncertainty and departures.

Phase 2: The M&A Process Begins

Teaser and Information Memorandum

A professional M&A adviser prepares:

  1. Teaser (2 pages): Anonymised summary — shown to potential buyers before signing an NDA
  2. Information Memorandum (IM, 30–80 pages): Full company presentation, released after NDA signing

The IM covers: company history, products/services, market and competition, customer base, financial history and forecasts, management team, and transaction structure.

Identifying and Approaching Buyers

There are three buyer types:

Buyer Type Motivation Price Willingness
Strategic Buyer Market share, synergies, technology Often highest
Private Equity / MBO Return on investment, leverage Medium to high
Individual / Entrepreneur Independence, personal project Variable

A professional adviser maintains a list of 50–200 potential buyers, whom they approach discreetly.

Phase 3: Indicative Offers and Due Diligence

Indicative Offers (Non-Binding Offer, NBO)

After reviewing the IM, interested buyers submit an indicative offer — a price range plus initial terms. This is non-binding but gives a good sense of market interest.

Typically: 3–8 indicative offers, of which 2–4 are pursued further.

Due Diligence (DD)

Due diligence is the most thorough examination of your business. Buyers review:

  • Financial: Historical P&L, balance sheet, cash flow, taxes, pension fund
  • Legal: Contracts, IP, disputes, regulation
  • Operational: Customers, suppliers, processes, IT
  • HR: Key people, employment contracts, collective agreements

The seller provides all documents in a virtual data room (e.g. Firmex, Intralinks).

Duration: 4–8 weeks

Phase 4: Negotiation and Closing

Binding Offers (Binding Offer, BO)

After DD, 1–3 buyers submit a binding offer. Now the real negotiation begins — not just on price, but on the entire transaction structure.

Transaction Structure: Share Deal vs. Asset Deal

Share Deal: The buyer acquires all shares. Simpler from a tax perspective for the seller (capital gains from private assets are often tax-free), but the buyer takes on all latent liabilities.

Asset Deal: The buyer acquires only the business assets (customer contracts, machinery, staff). Often tax-disadvantageous for the seller, but the buyer can step up asset values.

For Swiss SMEs: Private shareholders generally prefer the share deal due to the tax exemption on private capital gains.

Earn-Out: When Buyer and Seller Cannot Agree

An earn-out is a contingent purchase price payment: part of the purchase price is only paid if the business achieves certain targets after the handover.

Example: Purchase price CHF 5M, of which CHF 1M as earn-out if revenue targets are met in years 1 and 2.

Earn-outs resolve valuation gaps but are complex to negotiate and monitor.

Phase 5: Closing and Handover

Notarisation

For Swiss AG and GmbH companies, the transfer of shares must be notarised. The notarial deed is the formal completion of the transaction.

Handover Phase (Transition)

The outgoing owner typically stays involved for 6–24 months to transfer knowledge, hand over client relationships, and support management.

Common Mistakes in a Company Sale

  1. Starting preparation too late: Beginning 12 months before the planned sale leaves value enhancement potential on the table.
  2. Depending on a single buyer: Always run multiple interested parties in parallel — competition drives the price.
  3. Confidentiality breaches: If employees or customers find out too early, value can drop sharply.
  4. No professional adviser: M&A adviser fees (2–4% of the purchase price) almost always pay for themselves through higher prices and a secure process.
  5. Emotional decisions: Price is not everything — security for employees, cultural fit, and handover terms matter just as much.

When Is the Right Time?

The best time for a company sale is when: - The business is at its peak (not when you are exhausted) - You still have 2–3 years for a proper handover - The market and industry are favourably valued - You are personally ready to let go

A tip from experienced M&A advisers: "Start earlier than you think. Most sellers begin 2–3 years too late."

Your First Step: Free Valuation

Before engaging an adviser, you should know what your business is worth. Remy delivers a well-founded initial valuation in minutes — based on your actual financial data.

Free. Confidential. No obligation.