Sell a business: how to sell your business in 2026

Sell a business involves 7 steps: Start by researching your options and developing an exit plan, then assemble your sales team, determine the value of your business, prepare the business for sale, search for and find a buyer, negotiate the price, warranties, and indemnities, and finally complete the transaction at the notary’s office. Thorough preparation is what makes the difference between a smooth sale and a lengthy, difficult process.

You’ve made the decision to sell your business. You’re now on the verge of the most important deal of your life. But anyone who decides to sell a business today won’t be out on the golf course within three months.

All successful business transfers have one thing in common: the business owner worked systematically toward selling their business. Thorough preparation and planning provide peace of mind, clarity, and structure. This comprehensive step-by-step sales plan will help you do just that: by carefully reviewing all the questions and key considerations and organizing them clearly for yourself. This will maximize your chances of a successful sale.

At Brookz , we see that the number of new businesses entering the market remains high. Whereas in the 1990s, an entrepreneur would typically remain with their business for about thirty years, the takeover barometer shows that as of 2024, a quarter of the businesses sold are less than ten years old. The new generation of entrepreneurs no longer plods along with the intention of eventually passing the business on to their children. If they can sell their business at a good price after a few years, they choose to do so. That is a sign of success.

So entrepreneurs are entering the takeover market earlier with their businesses, and this trend will only continue in the coming years. Add to that increased financeability, undiminished interest from potential buyers and hungry investment companies crowding each other: then 2026 must be a good takeover year!

What are the most important steps to sell a business?

1. Orientation and exit plan
2. Assemble your sales team
3. Determine the value of your business
4. Get your business sales-ready
5. Searching for and finding a buyer
6. Negotiations, Warranties, and Indemnities
7. Closing and life after the sale

1. Orientation and exit plan

Why do you want to sell your business? It seems like a simple question. But putting your motives for transferring the business on paper largely determines how you will part with it. And how much time you have for the sale.

These are the top five most common reasons to sell a business, according to a Brookz survey:

1. The desire to cash in
2. The desire to stop working
3. The lack of a suitable successor
4. Need for a new challenge
5. Conflict among shareholders

It’s often a combination of the factors mentioned above that leads an entrepreneur to decide to sell their business. In any case, take the time to figure out for yourself why you want to sell your business. That makes a successful business sale a lot easier.

What type of transaction do you choose?

Another important question to consider in the first step is what you want to transfer to the buyer: shares or assets and liabilities. In the first case, you’re selling the entire business, including assets and liabilities, rights and obligations, employees, contracts with suppliers and customers, and licenses and permits. In short, you’re selling everything, including the business’s history and any “skeletons in the closet.” Bank balances, accounts receivable, accounts payable, and bank debts typically remain with the seller; the same applies to the business’s “history” and any related (tax) claims.

The majority of business transfers in the SME sector are equity transactions. The main reason is that the seller makes this a non-negotiable requirement. A seller who is patient or whose business is in high demand can certainly afford to take this approach. In addition, after weighing the pros and cons, buyers often come around because of the lower transaction price or because they don’t want to deal with the administrative hassle involved in an asset transaction.

What are your goals?

Of course, you want to sell a business in one fell swoop for a pretty good price in cash, with the tax authorities taking as little as possible. But in practice, you’ll likely have to make (significant) compromises, and the process will take longer than a few months. Create an overview of your key objectives based on the following questions and determine which goals are most important to you:

Personal goals

• Is the transfer prompted by an event that calls for a certain amount?
• Want to keep the business within the family?
• Want to sell a business as soon as possible?
• Want the highest possible yield?
• Would you like to receive the proceeds all at once?
• Would you like to receive the proceeds in cash?
• Want to fund your next phase of life with the proceeds?

Business Goals

• Do you want to stay involved in an operational sense?
• Do you want to stay involved in a financial sense?
• Do you want to stay involved as an adviser?
• Want to monitor business continuity?
• Do you want to guarantee the employment of employees?
• Do you want the business to keep the name?
• Do you want the business to stay in the same location?
• Do you care what happens to the business after the sale?

When you review the goals you’ve written down, you may conclude that some of them conflict with one another. For example, are you willing to accept a 20 percent lower sale price if it means you can sell your business six months earlier? It’s unrealistic to think you’ll achieve all your goals when selling your business. Therefore, prioritize your goals.

What Does a Personal Exit Plan Include?

All successful business transfers have one commonality; the selling entrepreneur prepared thoroughly by creating an exit plan.

Why?

First, because you can’t sell a business in a single day: it’s a long process in which you implement a strategy with drive and perseverance. Second, because with an exit plan like this, you’re in the driver’s seat throughout the sales process. And third, because thorough preparation significantly increases the chances of a successful sale of your business.

Such a personal exit plan consists of the following components:

• The sales motives
• The main objectives
• The inventory of exit opportunities
• The implementation of the exit plan

Once you’ve answered all these questions, you’re ready to sell your business. This document serves as an important guide throughout the entire sales process. Write it down, print it out, and review it regularly. That way, you’ll stay on track and not lose sight of your goals for the business sale.

2. Assemble your sales team

Up front, it is not impossible to sell your business yourself. For example, if you can comfortably spend little time on the business for three to six months without your business suffering, you can do many tasks yourself. Thousands of successful deals have already come about through Brookz, in which the seller himself has searched for a buyer by posting an anonymous sales profile on Brookz.

In addition, hiring advisers involves costs. For an accountant, business valuator, tax consultant or lawyer you can easily pay 150 to 250 euros per hour. And if you have an acquisition advisor guide the entire process, in addition to their hourly rate, you often pay a success fee of 1 to 3% of the transaction value. Depending on the size of the transaction and the number of advisers you engage, you should soon expect to pay between €50,000 and €100,000.

Due to these costs, it is often not cost-effective for businesses with less than 1 million euros in revenue to hire an adviser for the entire process. However, it is certainly possible to hire an adviser for specific services, such as a business valuation or drafting a sales agreement.

But sell a business is a delicate process, in which even a small mistake can have major consequences. If financially feasible, it is therefore often wise to bring in one or more experts to help you form your own sales team.

In short, you need three types of advisers:

• Someone who makes the deal themselves (acquisition advisor, with accountant support)
• Someone who makes the deal legal (lawyer)
• Someone who makes the deal lucrative (tax advisor)

Accountant

You probably already have an accountant, with whom you have a long-standing relationship. It feels familiar to spar with the person who knows your business numerically inside and out. It is natural to think of this confidant first if you want to sell your business. Still, it is wise to critically evaluate your accountant. Does he have experience with business transfers? Does he know how the acquisition game is played?

This expertise is often lacking in an accountant, so he has mainly a supporting role during the business sale. Never feel a moral obligation to partner with your current accountant for the entire process; your interests are too great for that. In addition, your accountant may lose a client if you sell your business. Therefore, the question is whether this should be your sparring partner during the sales process.

Takeover consultant

Most acquisitions are handled by an acquisition advisor. As an intermediary, they take a lot of the work off your hands, allowing you—and this is important—to stay focused on your business. They play a central role in the sales process because they are experts in multiple disciplines. For example, they have expertise in financial, tax, and legal matters, can negotiate, and can call on other advisers from their network when necessary. In addition, the M&A advisor manages the process according to a timeline with strict deadlines.

M&A advisors come in many forms. Large accounting firms often have a separate department dedicated to business acquisitions (“corporate finance”) in the SME sector, but there are also several hundred independent M&A advisors active in the market, ranging from nationwide networks to one-person operations. It’s not a protected title—anyone can call themselves an M&A advisor—so be discerning.

Lawyer

Drafting the purchase agreement usually involves specialized lawyers. The precise formulation of indemnities and warranties is skilled work. But lawyers are often also at the table earlier: when drafting theletter of intent and the due diligence. At this early stage, capital mistakes are sometimes made by the seller. For example, if a tax indemnification is agreed upon in the LOI, which can have far-reaching consequences. A lawyer can then still do little at a later stage, because the buyer then says: that is contrary to the LOI.

Although financial advisers take on some of the legal work in the preliminary stages, they recognize that lawyers with the right experience are indispensable. Acquisitions is a true specialty for a reason. With their practical experience, transactional lawyers know all variations of solutions. In part, that's standardized argumentation that everyone in the business knows. But a good lawyer can come up with creative solutions in the concrete case.

Tax consultant

In the entire sales process - from initial preparation to closing the deal - tax matters play an important role. Choosing the right constructions will save you a lot of money. The pitfall of selling entrepreneurs is that they often think about tax issues at too late a stage, sometimes even just before signing the contract. The tax advisor then has few opportunities left to set up the right tax structure or otherwise reduce the tax burden.

Business valuator

If you want to be sure you receive a high-quality business valuation, look for a valuation expert who holds the title of Registered Valuator (RV). Some M&A advisers also hold this title, which guarantees that the adviser in question is a certified valuation specialist who is a member of a professional association.

3. Determine the value of your business

It is probably the first question you asked yourself when thinking about selling your business: what is my business worth? As easy as the question is to ask, it is difficult to answer. After all, there is no universally applicable formula for determining objective value. Various methodologies have been developed over time to value a business, and each adviser has their own preferences.

Many SME brokers use a rule of thumb (so many times net profit or so many times annual sales), while professional business valuators swear by the DCF (discounted cash flow) method. There are roughly two approaches to valuing businesses. In the accounting approach, mainly historical figures of the company form the basis for valuation, as is the case with rules of thumb. The economic approach takes future cash flows as the starting point, as with the DCF method.

Furthermore, the value is almost never equal to the price you can get for your businesses. This is because the acquisition market is almost never in perfect balance, just like the housing market. Sometimes it’s a buyer’s market, sometimes a seller’s market. In addition, price and value differ because buyers and sellers view the business differently, each party from their own (subjective) perspective.

4. Get Your Business Ready for Sale

Entrepreneurs who strategically prepare their businesses for sale are much more likely to have a successful acquisition. Since you are probably doing this for the first time, we outline how to create maximum value.

A good approach is to draw up a business plan, but one focused on the exit: the exit plan. For each business unit—such as sales, marketing, technology, finance, and management—describe the improvements needed to make your business more attractive to a buyer. The plan includes a dedicated section on the exit. In this section, you estimate when you expect to sell your business and within what price range. By updating the plan every quarter, you’ll always have an up-to-date understanding of your business’s “readiness for sale.”

How do you compile a list of potential buyers?

Make a list of all potential buyers who might be interested in your business. These could be competitors looking to expand their market share, or businesses that are missing something in their portfolio—such as a specific service or technology—and could quickly close that gap by acquiring your business. Your business may also be of interest to foreign parties seeking immediate access to the Dutch market. Other possibilities include investors, the current management team, or MBI candidates.

For all these parties, determine what makes your business interesting. What do you have to offer them? Consider technology, knowledge, interesting customers, purchasing advantages, production facilities and patents. Also note what you do not (yet) have to offer them. Then, based on all this data, make a list of acquisition candidates and put your favorite parties at the top and least favorite at the bottom. Every quarter, while updating your exit plan, run through the list critically.

How do you create value in your business?

All steps taken in the exit plan ultimately serve the same purpose: to create value. The value of a business is determined by two factors: its free cash flows and its risk profile. By influencing these two factors, you directly influence the value of your business.

• Free Cash Flow: You can influence your business’s free cash flow in three ways: by optimizing working capital, keeping costs under control, and simply increasing revenue.
• Risk profile: another aspect of valuation is the risk profile. The higher the assessed risk of your business, the lower the buyer will value your business. In other words, if you want to create value, you need to lower the risk profile. Think about making yourself redundant, strengthening the management team, bringing in more predictable revenue and spreading customers better.

5. Searching and finding a buyer

It is one of the first questions that comes to mind when thinking about a possible business sale: who could buy my business? There are roughly three categories of buyers, all with their own advantages and disadvantages:

• Management buy-in: In a management buy-in (MBI), an outside party (private individual) takes over all or part of your business.
• Management buyout: In a management buyout (MBO), you transfer your business to one or more employees within the company.
• Strategic acquisition: In a strategic acquisition, you sell your business to another business. This can be a direct competitor, a strategic party or a financial party.

What is an information memorandum?

Before you actually start looking for a buyer for your business, you should first draft an information memorandum. Just as you have an informational brochure for customers when selling your products and/or services, you also need a sales brochure when selling your businesses. This document serves as an initial introduction to your business for seriously interested buyers.

Although every information memorandum differs in form and content, the following topics are usually covered:

• History and background of the business
• Business Activities and the Market
• Customer Profiles and Revenue Segmentation
• Financial Ratios and Summary of Financial Statements
• Forecasting the future of the business
• Legal structure and ownership arrangements, organizational structure, and workforce
• Other matters, such as real estate, business assets, intellectual property, legal proceedings, or prizes/awards/certifications
• Reasons for sell a business and terms and conditions, such as what is being sold, when it will be sold, at what price it will be sold, how payment will be made, and any involvement of the seller after the transfer

How do you find a buyer for your business?

A good way to attract buyers is to post a summary of your information memorandum on Brookz. On the website, you can create an anonymous sales profile. Interested buyers, as well as many M&A advisors, search through this database to find a suitable business. The big advantage is that you always remain anonymous on Brookz ; you decide for yourself when and what information to make available.

6. Negotiation, warranties and indemnities

The discussions with potential buyers have yielded one party with whom you are happy to continue the sales process. Then the buyer does an extensive bookkeeping investigation to verify that everything is correct as reflected in the information memorandum. It's obvious that you don't just go into negotiations. There are a number of things you need to think about and take a position on beforehand.

Determine the minimum amount

First, set a clear limit. What is the minimum amount you want to receive for your business? Be realistic, though. Base your limit on how the business is currently doing in terms of profits and sales. If the buyer's initial offer is very different from your limit (for example, 200,000 euros versus 1 million euros), do not hesitate to break off negotiations. In the best case, a deal comes out with only a small upfront payment and a large uncertain portion in the form of an earn-out or loan. The question is whether that really makes you happy.

Always be prepared to call off the sale

Make sure you never become dependent on the deal, even if you are in the middle of a divorce and desperately need the money. Always be prepared to call off the deal, or your negotiating position will deteriorate. Also pay attention to the interest of your adviser. Will he get a success fee if the acquisition succeeds? If so, your interests may not run parallel.

Define your goals

What are you willing to negotiate? And what are you not willing to negotiate? For some entrepreneurs, the company name is sacred. Other entrepreneurs want their staff to be treated fairly, especially a few loyal employees who’ve been with the company from the very beginning. They’ll want guarantees from the buyer that these people won’t be laid off after the transfer. An advisory role for the entrepreneur after the deal is done can also be a non-negotiable condition—whether to ensure their “baby” is handed over properly or because of the fee associated with it.

Make the buyer fall in love with your business

To sell your business, it is important to make the buyer fall in love with your business during negotiations. You do this by outlining a business case for the buyer with all possible growth opportunities. This works especially well toward strategic buyers. Show that your business gives the buyer access to a new market, synergy through purchasing advantages or a technological edge over the competition. It is irrelevant to the buyer what the business would be worth if you continued it yourself. What matters is what it is worth to him personally. By outlining a business case, you capitalize on that.

As negotiations progress, the buyer’s infatuation works in your favor. It becomes increasingly difficult for them to walk away, both mentally and because of the costs they’ve already incurred. At that point, the buyer’s position is weak. They’ll be more willing to bridge that final gap between the asking price and the offer price. A good adviser, however, will protect the buyer from an irresponsible deal. Because what applies to you also applies to the buyer: better no deal than a bad deal.

Who will be the first to name the price?

Who Makes the First Offer? It’s more common for the party approaching the other to name a price first. If your adviser is actively marketing your business in the acquisition market, you’ll be the first to name a price—and vice versa if you’re approached by another party about an acquisition. It’s often thought that it’s better to let the other party make the opening offer. However, that doesn’t have to be the case. If you name a figure first, the buyer will likely find it too high or even ridiculously high. But the figure has been named and then serves as an “anchor,” a reference point. Make sure your price is well-founded, for example, by providing a valuation report from a business valuator or by applying a market-based multiplier to the EBITDA.

At the end of the negotiations, the lawyers come on board: the business sale is structured in a sales agreement (price, financing structure, additional conditions) and any guarantees and indemnities are issued by the seller.

What Are Warranties and Indemnities in a Business Sale?

After price and payment terms, warranties and indemnities are the main point of contention during negotiations. Those warranties are there for a reason. Initially, the buyer relies on information he has received from the seller. But he does not know whether this information is reliable. If it turns out afterwards that the buyer suffered damages because you provided incomplete or incorrect information, the buyer can make a claim. The letter of intent usually spells out the warranties in general terms.

What is the buyer’s duty to investigate?

Incidentally, the inclusion of warranties does not mean that the buyer may sit idle during the due diligence, quite the contrary. Legally, the buyer has a duty to investigate: if during the acquisition due diligence the buyer finds out - or could have found out - that there is or is likely to be a breach of the warranties, he will not be able to invoke them later. If the buyer encounters a concrete risk, a warranty is not sufficient; he will then have to include an indemnity in the contract.

7. The closing and life after the sale

The final piece (the closing) of the business sale is the signing of all documents (purchase agreement, deed of delivery) at the notary. With the signing of the purchase agreement, the share transfer itself is not yet settled. This requires a notarial deed of delivery. Only after passing the deed of delivery is the buyer the new owner of the shares.

When should you hire a notary when sell a business?

The delivery of the shares does not take place until you have certainty about receiving the purchase price. The notary sees to this. On the day of delivery, the buyer's bank (or other financier such as an investor) deposits the purchase price into the notary's trust account. Before the notary proceeds with delivery, he calls the bank to ask if the money has indeed been received.

In an asset/liability transaction, a visit to the notary is not required; after all, no transfer of shares takes place. However, because such transactions often involve large sums of money, a notary is usually engaged anyway. The notary is then primarily responsible for ensuring that the flow of funds proceeds smoothly.

How do you cope with life after selling your business?

For some entrepreneurs, it's not the whole sales period that takes a beating, but rather life after the deal. Perhaps the feeling of euphoria surfaced after signing the contracts. Or the fear of the dreaded black hole. Just as you prepare your business for sale, you must also prepare yourself emotionally for sale. This means knowing how you plan your life after the business transfer - business, personal and financial.

Frequently Asked Questions About Sell a Business

What are the most important steps to sell a business?

You’ll go through seven steps: exploring your options and drawing up an exit plan, assembling your sales team, determining the value of your business, getting your business ready for sale, searching for and finding a buyer, negotiating price, warranties, and indemnities, and finally closing the deal at the notary’s office. Thorough preparation, including an exit plan, significantly increases the likelihood of a successful sale.

Can you sell a business on your own, without an adviser?

Yes, it’s not impossible—thousands of deals have already been closed through Brookz , where the seller found a buyer on their own using an anonymous sales profile. However, a fully guided process with advisers can easily cost 50,000 to 100,000 euros (hourly rates of 150 to 250 euros plus a success fee of 1 to 3%), which means that for revenue of less than 1 million euros, it’s often not cost-effective to outsource the entire process.

What is the difference between an equity transaction and an asset/liability transaction?

In a stock transaction, you sell the entire business, including assets, liabilities, employees, contracts, and permits—as well as the business’s history. In an asset/liability transaction, you sell only specific assets and liabilities; bank balances, accounts receivable, accounts payable, and bank debt typically remain with the seller. In the SME sector, the equity transaction is the most common form.

What is an information memorandum?

An information memorandum is your business’s sales brochure for seriously interested buyers. It includes, among other things, the business’s history and activities, customer profiles, financial metrics, projections, the legal structure, and the reason for and terms of the sale.

Why Are Warranties and Indemnities Important When Sell a Business?

The buyer bases their decision on information provided by the seller, but has no certainty that that information is accurate. Warranties and indemnities protect the buyer: if it later turns out that the information provided was incorrect or incomplete and the buyer suffers damages as a result, they can file a claim. In the case of a known, specific risk, a warranty is not sufficient, and a specific indemnity is required.

When is the sale of a business officially finalized?

Signing the purchase agreement formalizes the terms, but in a share transaction, the transfer is not final until the notarial deed of conveyance is executed. Only then is the buyer legally the new owner of the shares. In an asset/liability transaction, a notarial share transfer is not required, but a notary is often engaged anyway to oversee the cash flows.