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How to prepare your business for sale: 10 steps to maximise its value

Jose Almonacid·Co-founder & M&A Advisor, Alcara Partners··12 min read

Why is it so important to prepare your business before selling it?

Preparing your business before selling it can increase its value significantly and shorten the time it takes to sell. Many owners who decide to sell without any preparation end up accepting a lower price than they could have achieved — or worse, they see the transaction collapse during due diligence.

The difference between a prepared business and an unprepared one is obvious from the first meeting with a buyer. A well-prepared business conveys confidence, professionalism and lower risk — and all of that translates into a higher price and a smoother process.

Ideally, preparation starts 12 to 24 months before going to market. But even with 6 months to spare, the steps we describe below can transform how a buyer perceives your business.

Step 1: Reduce owner dependence

This is one of the factors with the greatest impact on the value of an SME. If the business does not work without you, a buyer sees an enormous risk — and deducts it from the price. Reducing owner dependence can increase the value of the business significantly.

What to do in practice

  • Delegate operational decision-making: Identify the 5-10 decisions you make every week and hand at least 80% of them over to your team.
  • Hire or develop a second-in-command: An operations manager or general manager who can keep the business running in your absence.
  • Detach key customer relationships from you personally: Customers should have a relationship with your business, not with you personally.
  • Take the 4-week test: Can you be away for 4 weeks without the business suffering significantly? If not, you have work to do.

Illustrative example: an installation company in Valencia

Imagine a business owner in the electrical installation sector in the province of Valencia who wants to sell his company (turnover of €1.2M, EBITDA of €180,000). The problem: he is the one who prices every job, manages the main customers and supervises the most complex projects.

An initial free valuation gives a range of €450,000 – €630,000, at the lower end of the sector range precisely because of the high owner dependence.

Over 14 months, he trains a project manager, documents the pricing processes, creates templates for job management and transfers the relationships with the main customers to his team. When he goes to market, the business is valued at €720,000 — 33% more than the midpoint of the initial estimate (€540,000).

Step 2: Document all operating processes

Documented processes are another of the most important levers for increasing value. A buyer wants to know that they can understand and replicate the operations of the business from day one.

What to document

  • Production or service delivery processes: Step by step, with responsibilities, timings and quality standards.
  • Sales processes: How customers are won, how jobs are quoted, how a sale is closed.
  • Administrative processes: Invoicing, collections, payments, accounting, payroll.
  • HR processes: Recruitment, training, appraisal, sick-leave protocols.
  • Emergency protocols: What to do if a key supplier fails, if there is a serious complaint, if the system goes down.

You do not need perfect manuals. A 2-3 page document per key process, with simple flowcharts, is enough for most SMEs.

Step 3: Clean up and normalise the accounts

The accounts of an SME rarely reflect the economic reality of the business faithfully. Personal expenses charged to the company, an owner's salary below market rate, undeclared income or one-off items distort the financial picture.

Specific actions

  • Remove personal expenses: Car, travel, meals, personal insurance. Anything that is not strictly business-related should come out of the accounts.
  • Normalise your salary: If you earn €30,000 when a manager at market rate would earn €60,000, the buyer will adjust for it. It is better if the accounts already reflect it.
  • Identify and document one-off items: One-off income of €50,000 from an exceptional project should not inflate normalised EBITDA.
  • Settle any outstanding tax matters: Inspections, late returns, payment instalments. Everything clean.
  • Present accounts for the last 3 years: A stable or growing trend is ideal.

Normalised EBITDA is the figure that will determine the applicable multiple and, therefore, the value of your business. If you would like a first estimate, our free valuation helps you calculate the range.

Step 4: Diversify the customer base

Customer concentration is one of the biggest red flags for a buyer. If a single customer accounts for more than 25-30% of your turnover, you are exposed to a risk that the buyer will deduct from the price.

Targets

  • No customer should account for more than 15-20% of turnover.
  • The top 5 customers should not exceed 50% of the total.
  • Work actively on winning new customers and diversifying sectors or geographical areas.

This step takes time — which is why 12-24 months of preparation is so important. You cannot diversify your customer portfolio in 3 months.

Step 5: Increase recurring revenue

Recurring revenue (maintenance contracts, subscriptions, annual agreements) is one of the types of revenue that buyers value most, because it is predictable and stable.

How to increase recurrence

  • Turn one-off projects into maintenance contracts: If you install a system, offer an annual maintenance contract.
  • Create subscription service packages: Regular services bundled at a fixed monthly or quarterly price.
  • Negotiate multi-year contracts with key customers: Offer discounts in exchange for a time commitment.

A business with 60% recurring revenue can achieve a significantly higher multiple than another in the same sector with only 10% recurrence.

Any outstanding legal or regulatory contingency is an obstacle to the sale. Buyers (or their lawyers) will find it during due diligence, and it can lead to a price reduction, payment retentions or even the cancellation of the transaction.

Checklist

  • Pending employment disputes: resolve them or make a provision for them.
  • Open tax inspections: close them before going to market.
  • Activity licences: check that they are valid and in order.
  • Lease agreements: renew them if they expire soon (a buyer needs certainty about the location).
  • Data protection (GDPR): make sure you comply with the regulations.
  • Occupational risk prevention: documentation up to date.

Step 7: Renew and secure key contracts

A buyer values continuity. If your contracts with main customers, strategic suppliers or the landlord of your premises are about to expire, that is a source of uncertainty.

  • Renew lease agreements with at least 3-5 years remaining.
  • Formalise verbal agreements: If you have worked with a supplier "on a handshake" for 10 years, formalise a contract.
  • Include assignment clauses: Make sure contracts allow assignment to a new owner, or negotiate consent in advance.

Step 8: Invest in the team

A stable, competent and motivated team is one of the most valuable assets of a business for sale. The buyer needs to know that the team will stay after the transfer.

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Actions

  • Identify key people and secure their loyalty: Retention bonuses, pay rises, career plans.
  • Train middle managers: They are the ones who guarantee operational continuity.
  • Regularise employment situations: Temporary contracts that should be permanent, unrecorded overtime, informal arrangements.
  • Document roles and responsibilities: A clear organisation chart with job descriptions.

Step 9: Improve how the business is presented

First impressions matter — in business sales and acquisitions too. A buyer who visits well-kept premises, with a professional team and orderly documentation, will have a very different perception of value from one who finds a messy warehouse and boxes of unfiled invoices.

Investments that are worth it

  • Maintenance of the premises: Paint, cleaning, organisation of the space. Small investment, big visual impact.
  • Updating the website and online presence: A buyer will look your business up online. Make sure what they find is professional.
  • Preparing a data room: All the relevant documentation organised and accessible in digital format. Accounts, contracts, licences, insurance, payroll.
  • Confidential Information Memorandum (CIM): A professional document that summarises the investment opportunity. At Alcara Partners we prepare this document as part of our service.

Step 10: Get a professional valuation

Do not go to market without knowing what your business is worth. A price that is too high scares buyers away; a price that is too low leaves money on the table.

  1. Start with an indicative valuation: Use our free valuation tool to get an initial range: an indicative estimate based on Alcara Partners' valuation model for your sector and size.
  2. Complement it with a professional valuation: An M&A adviser can refine the valuation by incorporating qualitative factors (owner dependence, recurrence, quality of the team) that an automated tool does not capture.
  3. Compare with recent transactions: What have similar businesses in your sector and area sold for? Market data is the best reference.

Preparation timeline: when to do what

If you have 18-24 months before the sale, this is the recommended sequence:

MonthActions
18-24Initial valuation. Decision to sell. Tax consultation (holding company).
15-18Reduce owner dependence. Hire/train a second-in-command.
12-15Document processes. Clean up accounts. Resolve legal issues.
9-12Diversify customers. Increase recurrence. Renew contracts.
6-9Prepare data room. Improve presentation. Professional valuation.
3-6Go to market with an adviser. Contact potential buyers.
0-3Negotiation, due diligence and completion.

If you have less time, prioritise: cleaning up the accounts, documenting processes and resolving legal issues. These are the "quick wins" with the greatest impact in a short time.

The most common mistake: not preparing at all

A very common mistake — in the Valencian Community (Comunidad Valenciana) and throughout Spain — is the business owner who decides to sell and goes to market the following week. No preparation, no valuation, no documentation. The result is predictable: a long, frustrating process and a final price below the potential.

Preparation is not a luxury — it is one of the investments with the highest return you can make before selling your business. The time and money invested in systematising processes, reducing your dependence and cleaning up the accounts are reflected in the final price.

If you want to start the process, the first step is knowing where you stand. Request a free valuation and find out the current value range of your business. From there, we can help you design a preparation plan that maximises that value.

For a complete view of the sale process, see our page on how to sell your business or read our guide to due diligence in business sales and acquisitions.


Frequently asked questions

How much time do I need to prepare my business before selling it?

Ideally between 12 and 24 months. This period allows you to reduce owner dependence, document processes, clean up the accounts and diversify customers — four of the factors with the greatest impact on value. With 6 months to spare, you can still make significant improvements in documentation and presentation.

How much can good preparation increase the value of my business?

Thorough preparation can increase value significantly. One of the most powerful levers is reducing owner dependence.

Do I need an adviser to prepare the sale?

It is not essential for every phase, but it is highly recommended. An M&A adviser brings market perspective, experience of what buyers value and a network of contacts.

What if my business depends heavily on me?

High owner dependence is one of the most common problems and one of those that most reduce value. The solution involves delegating, training middle managers, documenting processes and detaching customer relationships from you personally. It is a process that takes months, but the impact on value is enormous.

Should I keep investing in the business if I am going to sell?

Yes. Stopping investment during the preparation phase is a frequent mistake. A buyer quickly spots when a business has stopped receiving investment (deferred maintenance, obsolete equipment, staff not replaced). Keep the business at its best.

How do I document my business's processes?

Start with the 10-15 most important processes: those repeated every day or every week and those a new owner would need to understand immediately. Use a simple format: purpose of the process, sequential steps, person responsible for each step, tools needed and quality criteria. A 2-3 page document per process is enough.

Resolve them before going to market. Open disputes, pending tax inspections or regulatory breaches are red flags that can sink a transaction or force significant discounts. If it is not possible to resolve them completely, at least document the contingency and the financial provision for it.

Can I prepare my business for sale without my employees knowing?

Yes, and in fact that is advisable in most cases. Preparation (documenting processes, improving the accounts, training the team) is good management practice that does not raise suspicion. The sale should be communicated to the team at the right moment, usually when there is a committed buyer and completion is close.

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