How long does it take to sell a business?

Typically 6 to 12 months from the start of preparation to closing. It can take longer if the accounts need to be cleaned up or if due diligence uncovers problems.

Who buys small and mid-sized businesses?

Competitors and companies in the same industry (strategic buyers), private equity funds, search funds, family offices, individual investors and, sometimes, the company's own managers or employees.

How do I sell my business without employees and customers finding out?

With an anonymous teaser (a description of the business without its name), a non-disclosure agreement (NDA) signed before any data is shared, and a data room with controlled access. Only a small group of trusted people is involved until closing.

How much tax will I pay when I sell my business?

Capital gains tax on the sale depends on the country and on whether the shareholders are individuals or a holding company, and there are ways to plan for it that depend on the corporate structure. Talk to a tax advisor before signing. In Brazil, individual shareholders pay 15% to 22.5% on the gain, depending on its size.

It is part of the price paid after closing, conditional on the business's results in the following years. It helps close a deal when buyer and seller disagree about the future, but it requires clear targets and an agreed way of measuring them in the contract.

How to sell my business: a step-by-step guide to selling a business

Short answer

Selling a business usually takes 6 to 12 months and goes through nine steps: define your goal, get your house in order, know what the business is worth, prepare the materials, find buyers confidentially, receive offers, go through due diligence, sign the purchase agreement and hand over. The final price depends as much on preparation as on negotiation: well-organized businesses sell faster and for more.

The nine steps of selling a business

1. Define what you want

Before talking to any buyer, answer these questions: do you want to sell 100% or a stake? Do you want to leave the next day or stay on for a transition period? Will you accept part of the price later (earn-out)? What is non-negotiable (team, brand, location)? The answers change who the right buyer is.

2. Get your house in order (ideally 12 to 24 months ahead)

Reliable accounting, preferably with financial statements for the last three years.
Business accounts separate from personal ones.
Signed and organized contracts with customers, suppliers and employees.
Labor and tax liabilities identified and, where possible, settled or provisioned.
A management team that makes day-to-day decisions without you.

Each item lowers the risk the buyer perceives, and lower risk becomes a higher multiple.

3. Know what your business is worth

Go into the negotiation with a defensible number and an explained value range. Without one, the first offer becomes the anchor. See how much your business is worth or get an estimate with the calculator.

4. Prepare the materials

Teaser: one or two pages about the business, without its name, to generate interest.
Information memorandum: history, market, customers, team, financials and potential, shared only after the NDA.
Data room: an organized folder with the documents for due diligence.

5. Find buyers confidentially

A good buyer list combines different types of buyer:

Buyer	What they look for	Typically pays
Strategic (competitor, supplier, customer)	Synergies, market, customers	More, when there are synergies
Private equity fund	A business with management and room to grow	On results, with part as earn-out
Search fund	A business for the searcher to run	On results, with a long transition
Family office / investor	Income and diversification	On results, more conservatively

Having more than one interested party at the same time is what protects the price most.

6. Receive offers and sign the letter of intent

Initial offers are non-binding. The chosen one becomes a letter of intent (LOI, or memorandum of understanding) with price, payment terms, timeline and an exclusivity period. Grant exclusivity only when the price and main terms are clear.

7. Due diligence

The buyer, with lawyers and accountants, checks everything: accounts, taxes, labor claims, contracts, licenses, intellectual property. This is where surprises turn into price discounts or kill the deal, which is why step 2 matters so much.

8. Purchase agreement

The agreement (for the sale of quotas or shares) sets the price, adjustments for debt and working capital, representations and warranties, an escrow holding part of the price for contingencies, earn-out rules, non-compete and the seller’s role after the sale. Every clause moves money: review it with a corporate lawyer.

9. Closing and transition

Payment, transfer of ownership and communication with staff, customers and suppliers. The transition usually lasts 3 to 12 months, with the seller introducing relationships and passing on knowledge.

Payment terms

Cash at closing: less risk for the seller, but usually comes with a lower price.
Installments: the buyer pays over time; ask for guarantees.
Earn-out: part of the price depends on future results.
Escrow: part of the price is held for a period to cover contingencies that may arise.

Costly mistakes

Negotiating without knowing what the business is worth.
Showing numbers before an NDA is signed.
Granting exclusivity to the first interested party.
Letting the business slip during the negotiation (the buyer is watching).
Telling the team too early.
Ignoring capital gains tax when calculating what you will actually keep.

If your company is in Brazil

Quotas or shares. Most Brazilian private companies are limited liability companies (Ltda), whose capital is divided into quotas; corporations (S.A.) issue shares. The type affects how ownership is transferred and how the purchase agreement is drafted.
Preemptive rights. The articles of association or shareholders’ agreement often give other partners a right of first refusal; check it before negotiating with outside buyers.
Foreign buyers need a Brazilian taxpayer registration (CNPJ for companies, CPF for individuals) and must register the foreign investment with the Central Bank of Brazil.
Contingencies. Labor and tax liabilities are frequent due diligence findings in Brazil and are usually handled through escrow or indemnity clauses.

Where to start

Start by understanding your number: get an estimate with the business valuation calculator and, if a sale is on the horizon, talk to Meu Equity about a business valuation.