Sell a business: how to sell your business in 2026

You've made the decision to sell your business. Then you are on the eve of the most important deal in your life. But those who decide to sell a business today will not be on the golf course in three months.

All successful business transfers have one thing in common: the entrepreneur planned the sale of his business. This complete sales step-by-step plan will help you do just that: by carefully reviewing all the questions and points of attention and listing them clearly for yourself. This will maximize your chances of a successful sale.

At Brookz, we see that the number of new businesses coming to the market is undiminished. Whereas in the 1990s an entrepreneur stayed connected to his business for about thirty years, the Takeover Barometer shows that in 2024 a quarter of the businesses sold are younger than ten years old. The new generation of entrepreneurs is no longer buffering to possibly transfer it to their children later. If they can sell their business well after a number of 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!

These are the most important steps in selling your 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. Negotiation, warranties and indemnification
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

Often it is a combination of the above factors that makes an entrepreneur decide to sell a business. In any case, map out for yourself why you want to sell your business. That will make a successful business sale a lot easier.

What type of transaction do you choose?

Another important question in the first step is what you want to transfer to the buyer; shares or assets/liabilities. In the first case, you sell the entire company, including assets and liabilities, rights and obligations, personnel, contracts with suppliers and customers, and licenses and permits. In short, you sell everything, including the company's past and the "corpses in the closet. Bank balances, debtors, creditors and bank debts usually remain with the seller; the same goes for 'the past' of the business and related (tax) claims.

The majority of business transfers in SMEs are equity transactions. The main reason is that the seller puts this on the table as a hard demand. Certainly a seller with patience or with a desirable business can afford such an attitude. In addition, buyers - after weighing the pros and cons - often tack on because of the lower transaction price or because they don't feel like the administrative hassle surrounding an asset transaction.

What are your goals?

Of course you want to sell your business in one fell swoop at a pretty good price in cash, from which the IRS will take as few euros as possible. But in practice, you will probably have to water down (quite a bit) and the process will take longer than a few months. Make a list of the most important goals using the following questions and determine which goals weigh most heavily for 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 read back your written-down goals, you may conclude that some interests conflict. For example, are you willing to accept a 20 percent lower sales revenue if it means you sell your business six months early? It is an illusion to think that you will achieve all your goals while selling your business. Therefore, prioritize your goals.

Create a personal exit plan

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

Why?

First, because you do not sell your business in one day: it is long process in which you implement a strategy with drive and perseverance. Second, because such an exit plan puts you in the driver's seat during the sales process. And third, because good preparation significantly increases the chances of successfully selling 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 have answered all of these questions, you are ready to sell as a business owner. This document is an important guide throughout the sales process. Write it down, print it out and re-read it regularly. This will help you stay on track and not lose sight of your goals of 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, engaging 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 a takeover advisor guide you through 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.

Because of these costs, it is often not profitable enough for businesses with less than €1 million in revenue to hire an adviser for the full process. However, it is quite possible to hire an adviser for specific services such as a business valuation or drafting a sales agreement.

But selling your business is a delicate process, where a small mistake can cause major consequences. Therefore, should it be financially possible, it is often wise to involve one or more experts with whom you will 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 to make 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 primarily 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 accompanied by an acquisition advisor. As an intermediary, he takes a lot of work off your hands, so you can - not unimportantly - stay focused on your business. They play a central role in the sales process because they master several disciplines. For example, they understand financial, tax and legal matters, can negotiate and, where necessary, call in other advisers from their network. Moreover, the acquisition advisor directs the process using a timetable with tight deadlines

Acquisition advisors come in many variations. Large accounting firms often have a separate department for business acquisitions ("corporate finance") in SMEs, but in addition there are several hundred acquisition advisors active, from nationwide networks to one-person firms. It is not a protected title - anyone can call themselves an acquisition advisor - so be discerning.

Lawyer

Drafting the purchase agreement usually involves specialized lawyers. Formulating indemnities and warranties precisely 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 make sure you receive a quality business valuation, look for a valuation expert who holds the title Register Valuator (RV). Some acquisition advisers also have this title, which guarantees that the adviser in question is a certified valuation specialist affiliated with a professional professional organization.

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 almost never equals the price you can get for your business. In fact, the acquisition market is almost never exactly balanced, just like the housing market. Sometimes it is a buyer's market, sometimes a seller's market. In addition, different price and value also because buyer and seller look at the business differently, each party from their own (subjective) perspective.

4. Getting your business sales-ready

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 method is to prepare a business plan, but focused on the exit: the exit plan. For each business area, such as sales, marketing, technology, finance, management, you describe the improvements needed to make your business more attractive to a buyer. The plan includes a fixed section on exit. In it, you predict when you expect to sell your business and in what price range. By updating the plan quarterly, you will always have an up-to-date understanding of your business's "sales readiness.

List of potential buyers

Write down all the Namur names of buyers to whom your business might be of interest. These could be competitors looking to increase their market share. Or businesses that are missing something in their portfolio, for example a certain service or technology, and through your business can quickly catch up. Your business may also be of interest to foreign parties who want access to the Dutch market in one fell swoop. Other possibilities are investors, incumbent management 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.

Value creation

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 flows: you can influence your business' free cash flows in three ways, namely by optimizing working capital, keeping costs manageable 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.

Information Memorandum

Before you actually set out to find a buyer for your business, you first prepare an informational brochure. Just as you have an informational brochure for customers for the sale of your products and/or services, there should be a sales brochure for the sale of your business. This document is a first introduction to your business for seriously interested buyers.

Although every information memorandum looks different in form and content, the following is usually covered:

• History and background of the business
• Business and market activities.
• Customer profiles and revenue segmentation
• Financial ratios and summary financial statements
• Forecasting the future of the business
• Legal structure and ownership organizational structure and staffing levels
• Other matters, such as housing, business assets, intellectual property, litigation or awards/awards/ seals of approval
• Reason for business sale and terms, such as what is being sold, when is it being sold, at what price is it being sold, in what manner must payment be made and any seller involvement after transfer

Buyers find

A good way to recruit buyers is to post a summary of your information memorandum on Brookz. On the website, you can post an anonymous sales profile. Interested buyers as well as many merger and acquisition advisors search through this database to find a suitable business. The big advantage is that at Brookz you always remain anonymous; you decide when and what information you 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 about? And what are you not? For some business owners, the company name is sacred. Other business owners want their staff, and especially some loyal servants from the very beginning, to be treated nicely. They will want assurances from the buyer that these people will not be fired after the transfer. An advisory role for the entrepreneur after the deal may also be a hard condition. If not to transfer their "baby" neatly, then because of the fee involved.

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 him to pull the plug, both mentally and because of the costs incurred. At such a time, the buyer's position is weak. He will be more willing to bridge that last gap between asking and offering price. However, a good adviser will keep the buyer from making an irresponsible deal. Because what is true for you is also true for the buyer: better no deal than a bad deal.

Who will be the first to name the price?

Who comes up with the first offer? It's more common for the person who approaches the other to be the first to quote a price. If your adviser is actively approaching the acquisition market with your business, you will be the first to name an amount, and vice versa if you are approached by another party for an acquisition. It is often thought that it is better to let the other party come up with an opening offer. Yet that doesn't have to be the case. If you are the first to mention an amount, the buyer will probably find it too high or even ridiculously high. But the amount is mentioned and then works as an "anchor," as a point of reference. Do make sure your price is substantiated, for example by a valuation report from a business valuator or by releasing a market-based multiplier on 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.

Warranties and indemnities

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.

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.

Engaging a notary public

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, there is no transfer of shares. Because large sums are often involved in such a transaction, a notary is usually called in. He is then responsible in particular for directing the flow of funds.

Life after the sale

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.