12 to 24 months before: laying the financial foundations
This is the only period in which the work done translates directly into price. Three workstreams.
Clean up and document EBITDA. Precise monthly closings, detailed adjustments for non-recurring charges, personal expenses and the owner-manager's remuneration, then regular monitoring of the indicators: monthly turnover, gross margin, EBITDA, cash, DSO and DPO.
Diversify turnover. Keep the top five customers below 40% of activity, renew or renegotiate multi-year contracts, highlight everything that is recurring: subscriptions, framework agreements, maintenance.
Clarify the capital structure and the debts. An up-to-date cap table, consistent articles of association and shareholder agreements, a complete inventory of bank debts, leases and shareholder current accounts, with their repayment schedule.
Two subjects are also dealt with at this stage because they are impossible to settle later. The normative level of working capital requirement, which will serve as the reference in the price adjustment at closing, and the fate of the operating real estate, which must be decided: sold with the company or kept in a separate structure.
9 to 12 months before: reducing operational risks
Identify the critical processes, in production, invoicing and customer relations, and document them. This is also the time to reduce dependence on the owner-manager through delegation and training, a subject on which a significant part of the valuation is decided.
On the customer and supplier side, check the change-of-control clauses, which may allow a partner to terminate in the event of a sale, and put in place customer satisfaction monitoring that can be used in due diligence.
A simple test measures dependence on the owner-manager: list the decisions and customer relationships that can only go through you. Every line of that list you manage to transfer before going to market ends up in the price, because it reduces the risk perceived by the buyer by as much.
6 to 9 months before: building the data room
A complete data room speeds up the transaction and removes the grounds for last-minute renegotiation. Five sections.
- Finance: income statements over three years, balance sheets, cash flow, FEC (the French standard accounting-entries file), statement of debts.
- Commercial: main customers, contracts, pipeline, churn rate.
- Operations: procedures, quality, inventory, suppliers.
- Human resources: organisation chart, standard employment contracts, collective agreements.
- Legal: articles of association, shareholder agreements, intellectual property, insurance, litigation.
Two rules: update it every thirty days, and index the files with a visible date. A data room dated eight months ago sends exactly the opposite signal from the one intended.
Want to know where you stand?
The transferability diagnostic takes stock of the four risks a buyer looks at first.
Run the diagnostic →3 to 6 months before: preparing the story and the evidence
A buyer buys a trajectory, not just a balance sheet. Two questions must receive a written, consistent answer: why sell now, and what growth levers are available after the sale.
These answers must be backed up: customer case studies, references, sector margin comparisons. A story without evidence is perceived as a sales pitch, and produces the opposite of the intended effect.
Also prepare the answers to the weak points that due diligence will bring to light. A risk identified and explained by the seller costs far less than a risk discovered by the buyer, which then becomes a renegotiation argument.
0 to 3 months before: going to market
Prepare the presentation documents, an anonymous teaser and an information memorandum that are aligned, and draw up a shortlist of targeted buyers: strategic, financial, and internal candidates.
Finally, settle the communication plan, clearly distinguishing internal, management committee and managers, from external, customers and partners. In France, the statutory timetable for informing employees fits into this stage. This is the point at which well-prepared business transfers most often go off the rails.
Key takeaways
- The work of the 12 to 24 months is the only work that translates directly into price.
- A dated, up-to-date data room removes most grounds for renegotiation.
- The communication plan is decided before going to market, not during.
Sources and references
Two kinds of information in this article. The rules of law refer to the texts listed below, cited with their reference. The practical benchmarks, timelines, buyer behaviour and ranges, come from the transactions we study: they are field observations, not published statistics.
- French Commercial Code, articles L.141-23 to L.141-32 and L.23-10-1 to L.23-10-12. Prior information of employees in the event of a planned sale. The first block covers companies with fewer than 50 employees, the second those with 50 to 249 employees.
- Bpifrance. Public financing schemes for business transfers and takeovers, and the Lab's work on SME transfers. www.bpifrance.fr
- CRA, Cédants et Repreneurs d'Affaires. Association of sellers and buyers that documents how SME takeover transactions unfold.
This article is intended as general information. It does not constitute legal advice, tax advice or an investment recommendation. Sources last checked: September 2026.
