GuidesSuccessionNovember 5, 2026Dennis Raisich

Preparing a company sale

If you want to sell a company, it is best to start years in advance: put contracts and financial statements in order, reduce the company’s dependence on the owner, place the documents in a data room and have the company reviewed beforehand. Whatever a buyer then finds in due diligence already has an explanation, and the price comes under less pressure.

In short

Buyers review the financial statements of several years. What you change today only shows up in the next financial statements.
A vendor due diligence reveals the weak points before a buyer finds them and gives all bidders the same basis.
The data room is ready before the first interested parties arrive, organized according to the request list.
In SMEs, a lot depends on the owner. The more customers, know-how and decisions run without the owner, the easier the handover.

When should you start preparing?

As early as possible; for a succession, ideally a few years before the planned sale. Buyers ask for the annual accounts of several years, usually three to five. If you stop running private expenses through the company, pay a market salary or give up a loss-making business, you will only see the effect in later financial statements. The structure of the sale and its tax consequences also need lead time; clarify them early with a specialist. How the sale proceeds from there is explained in our guide on how selling a company works.

What do buyers ask first?

These questions usually come up in the very first meeting:

Why are you selling, and what role will you have after the sale?
How much does the company earn on a sustainable basis, excluding one-off effects and private expenses?
How much of the revenue depends on a few customers, and can they terminate on a change of ownership?
Who will run the company once you are no longer there?
Who owns the trademarks, the software and the property where the business operates?
Are there disputes, tax risks or outstanding requirements from the authorities?

Have your answers ready, with supporting documents. Our guide to financial due diligence shows how buyers read the numbers, and our guide to legal due diligence shows which contracts interest them most.

How do you get contracts in order?

Go through the important contracts: with customers, suppliers, landlords, banks and key people. Check whether they exist in writing, whether they are still valid and whether the other party can terminate on a change of ownership (change of control). It is better to put oral agreements with important customers in writing.

In SMEs, there are often transactions with the owner personally, such as rent for a property the owner holds privately or loans between the owner and the company. Such contracts should be in writing and on terms that a third party would also accept; otherwise there may be tax consequences. Also check whether the rights to software, trademarks and content really belong to the company, especially if external developers or agencies worked on them.

How do you prepare the financial statements and figures?

Separate private and business expenses. Anything the buyer has to strip out costs time and trust. Document one-off effects such as a gain on the sale of an asset or a lawsuit, and explain why a year stands out. In Switzerland, hidden reserves add to this: financial statements under the Code of Obligations can understate profit. Buyers adjust for this, and to do so they want to see the figures behind it.

You will also need a business plan with transparent assumptions, up-to-date interim financial statements and a schedule of debts. Clarify early whether non-operating assets such as a property or excess cash are sold with the company or taken out beforehand. That is a question of structure and taxes; in Switzerland, indirect partial liquidation can play a role here.

What is vendor due diligence?

In a vendor due diligence, the seller has the company reviewed before the sale, usually covering legal, financial and tax matters. That way, the seller knows the weak points before the bidders do and can fix them, explain them or factor them into the price. The seller gives the report to the bidders. Because the bidders rely on it, the parties agree on who may rely on the report and to what extent.

The buyer still carries out a review, but a more targeted one: they confirm the important points instead of starting from scratch. For smaller sales, a lean version that only names the material risks is often enough: a red flag due diligence. How a review generally works is explained in our guide to due diligence, and how the report is structured in our guide to the due diligence report.

Why should the data room be ready before the bidders arrive?

A data room that is only built during the due diligence costs time, and every gap turns into a question. Organize the data room by the areas of the request list; our due diligence checklist gives an overview. File each document only once and in its current version, make scans readable and state explicitly when a document doesn’t exist.

Hold back documents that a competitor shouldn’t see, such as the terms of individual customers or salaries, and release them late and only to a small circle. If a bidder is also a competitor, such details are often seen by only a few selected people on the bidder’s side, known as a clean team.

What succession options are there for SMEs?

There are three routes to succession in an SME. Within the family, children or other relatives take over. Within the company, its own managers buy the business, known as a management buyout (MBO). Externally, the owner sells to third parties: to another company, to a financial investor or to outside managers; the latter is called a management buy-in (MBI). An overview of the types of transfer is available on SECO’s SME Portal.

Preparation differs little between the three routes. Even within the family, you need clean figures, a well-founded value and clear contracts; on top of that come questions of inheritance and equal treatment of siblings, which you should clarify with specialists. In an MBO or a handover within the family, the buyer often lacks the capital for the full price. The seller then finances part of it, for example with a vendor loan.

If the owner stays on for a transition period after the sale, a contract governs the role, duration and compensation. The less the business depends on the owner personally, the shorter this period can be and the more potential buyers there are.

How does majiq help with preparation?

majiq builds the list of required documents to match the country, legal form and industry. You upload the documents as they are, as PDF, Word, Excel, scans or emails, including whole folders or ZIP files. majiq recognizes every document and assigns it to the right area, and missing documents are visible at once. If you work with an advisor, you upload via a link and don’t need an account.

majiq reviews every document on its own and cross-checks it against all the others, such as contracts against financial statements and financial statements against the plan. Dependencies on a key customer, a bank or a landlord and contradictions between the plan, contracts and financial statements show up as findings, each backed by evidence from your documents. Later, the bidders work in the same data room: each role only sees the documents you release, and every view and every download is logged. The database and files are stored in Switzerland. All features are listed under Features.

Frequently asked questions

Is vendor due diligence worth it for an SME?

Often yes, in a lean form. A review that only names the material risks reveals the weak points before the bidders find them and shortens their review. Whether the effort pays off depends on the size of the deal, the number of bidders and how well organized the documents already are.

What is a vendor loan?

The seller defers part of the purchase price, and the buyer pays it back over several years, usually with interest. This makes financing easier, especially in a management buyout. In return, the seller bears the risk that the buyer can’t pay and therefore builds safeguards into the agreement.

What is an earn-out?

Part of the purchase price depends on the results in the years after the sale, such as revenue or EBITDA. This lets buyer and seller reach agreement when they see the future differently. To avoid disputes about the calculation later, the agreement needs clear definitions.

Does the owner have to stay after the sale?

Not necessarily. But many buyers want a transition period, especially when customers and know-how depend on the owner. The duration, role and compensation are set out in the purchase agreement or a separate contract.