How Long Does It Take to Sell a Company?

The honest answer: 6 to 18 months from the moment you decide to run a process to the moment cash hits your account.

Most founders underestimate this by a factor of 2. They see deals announced and assume everything from LOI to close happened fast. It did not. The prep work and early conversations often started a year earlier.

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The Real Timeline, Phase by Phase

Phase 1: Preparation (1-3 months)

Before you talk to a single buyer, you need:

• A clean financial model with 24+ months of actual data
• A Confidential Information Memorandum (CIM) that tells your story in buyer language
• A list of potential acquirers ranked by strategic fit
• Quality of earnings prep — buyers will do this in diligence, so you need to know what they will find first

Founders who skip prep pay for it in diligence. Issues that surface after an LOI kill deals or cut multiples.

Phase 2: Market Process (2-4 months)

This is when you or your banker runs outreach to potential acquirers, manages NDAs, and runs first-round management presentations. You are building competitive tension — multiple buyers in parallel — with the goal of getting to a first-round bid by the same deadline.

If you are running a single-buyer process (a strategic who approached you), this phase can compress to 4-6 weeks. But you lose negotiating leverage by not running a process.

Phase 3: LOI Negotiation (2-4 weeks)

You receive term sheets. You negotiate. You pick one buyer and sign an LOI (Letter of Intent). This is non-binding but kicks off exclusivity — usually 60-90 days where you cannot talk to other buyers.

Phase 4: Diligence and Definitive Agreement (2-4 months)

This is the most time-consuming phase and the one founders hate most. The buyer's team is in your data room. Legal, financial, technical, and commercial diligence happening in parallel. Lawyers are negotiating the SPA (Stock Purchase Agreement) or APA.

Most deals that fail, fail here. Issues come up that nobody anticipated. The price gets renegotiated 20-30% of the time.

Phase 5: Close and Payment (1-4 weeks post-signing)

Regulatory approvals (usually not required below $100M), final conditions, wire transfers. Most sub-$100M deals close within 30 days of signing.

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What Makes It Go Faster

• Clean books. If your financials are reconciled and accurate, diligence compresses from 90 days to 45.
• No customer concentration issues. If one customer is 40% of revenue, every buyer flags it and the LOI-to-close timeline extends.
• A motivated buyer. Strategic acquirers on a timeline — competitive threat, board mandate, end of fiscal year — move faster than PE firms.
• Experienced advisors. A banker who has closed 20+ similar deals moves faster than you negotiating directly.

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What Slows It Down

• Tax structuring. If the deal structure needs to change post-LOI for tax reasons, add 30-60 days.
• Earnout disputes. If any portion of the deal is an earnout, defining the terms in the SPA is a negotiation within a negotiation.
• Multiple decision-makers on the buyer side. A strategic with board approval requirements can add 30-60 days any time you hit a decision gate.
• Founder fatigue. The CEO running the deal while running the company simultaneously is the single most common reason timelines extend.

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The Number Worth Planning Around

Start preparing 12-18 months before you want to close.

That gives you time to fix the things buyers will find in diligence, build your list of potential acquirers, get your financials buttoned up, and run a real process rather than taking the first offer because you are exhausted.

The founders who get the best outcomes are not smarter than everyone else. They just started earlier.

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