Selling a company is one of the most consequential decisions in an entrepreneur’s professional life. In Spain, a process commonly takes six to twelve months, involves financial, legal and tax advisers and requires careful preparation.
Selling a company is not simply finding a buyer and signing a contract. It is a structured process in which preparation and buyer competition can materially change the outcome.
Samuel Navarro, Feridian M&A Advisors
When is the right time to sell?
- A supportive economic cycle and financing environment.
- A credible record of profitable growth rather than a single strong year.
- Active strategic or private-equity consolidation in the sector.
- The owner’s personal objectives, energy, health and succession plan.
The seven stages of a company sale
1. Preparation and preliminary analysis
Establish a valuation range, review risks, prepare the information memorandum and build a qualified list of financial and strategic buyers.
2. Confidential outreach and NDAs
Potential buyers receive an anonymous profile. Only parties that sign a confidentiality agreement receive detailed information.
3. Indicative offers
Non-binding offers are compared across price, payment structure, financing, conditionality and buyer fit.
4. Management presentations
Shortlisted buyers meet the leadership team and assess the company’s people, culture, continuity and strategic fit.
5. Buyer due diligence
The buyer reviews the financial, tax, legal, employment, technology and operational evidence through a controlled data room.
6. SPA negotiation and closing
The final agreement covers price, adjustments, warranties, indemnities, closing conditions, non-compete obligations and any seller transition.
7. Post-closing transition
The seller may support a planned transfer of relationships, knowledge and responsibilities. The scope and timetable should be agreed before signing.
The main transaction costs
| Item | Typical structure | Purpose |
|---|---|---|
| M&A adviser | Retainer plus success fee | Preparation, process and negotiation |
| Lawyers | Scope and complexity-based fee | SPA, legal risk and structure |
| Vendor due diligence | Separate project fee | Anticipate issues and support confidence |
| Tax | Depends on seller and structure | Requires advance planning |
Common mistakes
- Going to market before the evidence and risks are ready.
- Negotiating with a single buyer and losing competitive tension.
- Confusing enterprise value with the net proceeds available to shareholders.
- Failing to protect confidentiality with employees, customers and suppliers.
- Allowing trading performance to deteriorate during the process.
Sources and references
- TTR Data. Annual M&A report for Spain, 2024.
- Argos Index, Epsilon Research. Mid-Market Valuation Multiples, Q4 2024.
- IBBA. Market Pulse Survey, 2024.
- ASCRI. Annual report on private capital in Spain, 2024.
Frequently asked questions
Common questions about this topic.
How long does it take to sell a company?
A complete mid-market process typically takes six to twelve months. Preparation, buyer type, financing and regulatory approvals can all affect timing.
Can the sale remain confidential from employees?
Yes. Anonymous profiles and NDAs are used in the early stages, while internal communication is planned for a later stage and a tightly controlled group.
What is an earn-out?
It is a variable part of the price payable if the company reaches defined post-closing targets. The agreement should specify metrics, period, management control and dispute mechanisms.
Author · Feridian Research
Content produced by Feridian Research for information purposes. It is general in nature and does not replace advice based on a company’s specific facts and objectives.