Most owners sell a business once. Buyers buy many. That imbalance is why preparation, usually starting 12 to 24 months before a sale, has more influence on the final price than almost anything that happens in negotiation.
1. Get the numbers buyer-ready
Buyers pay for earnings they can believe. Before going to market, make sure your management accounts reconcile to your statutory accounts, that one-off costs and owner-related expenses are clearly identified, and that you can explain every material movement in margin.
A buyer's due diligence team will rebuild your earnings from the ground up. If you've done that exercise first, you control the story rather than reacting to it.
2. Understand what drives your value
Two businesses with identical profits can sell for very different prices. Buyers look closely at:
- Recurring revenue and contracted income, rather than one-off sales
- Customer concentration: the risk if one or two clients leave
- Management depth: whether the business runs without you
- Working capital: how much cash the business needs to operate
- Growth runway that a new owner can credibly capture
An early, independent valuation shows which of these levers is worth pulling before a sale.
3. Plan the tax position early
The structure of a sale, whether shares or assets, one stage or several, and what happens to cash and property in the company, can make a significant difference to what you actually take home. Several Irish reliefs, including Retirement Relief and Revised Entrepreneur Relief, carry conditions around ownership periods and qualifying assets that can take time to satisfy.
The best time to plan the tax on a sale is before anyone has made an offer.
Pre-sale restructuring, such as extracting property from the trading company or tidying a group structure, is usually far easier to do before a buyer is involved.
4. Tidy the legal and commercial house
Check that key customer and supplier contracts are signed, current and transferable. Confirm that intellectual property is owned by the company rather than individuals, that employment contracts are in place, and that shareholder agreements reflect reality. Each gap found in due diligence becomes either a price reduction or a warranty you'll carry after completion.
5. Choose your process and your advisors
A competitive process run by an experienced advisor typically produces better terms than a single approach from an interested party. Your advisor will identify and approach buyers, prepare the information memorandum, run the data room and negotiate terms, leaving you free to keep running the business. That matters, because trading performance during the sale is one of the most common reasons deals are re-priced.
This article is general information and is not advice. Speak to an advisor about your circumstances before acting.
