How to Sell My Company: Complete Step-by-Step Guide [2026]

Last updated: March 2026

Selling a company is one of the most significant decisions in an entrepreneur's professional life. The company sale process in Spain typically takes between 6 and 12 months, involves multiple advisers (financial, legal, tax) and requires careful preparation to maximise price and minimise risks.

"Selling your company is not simply finding a buyer and signing a contract. It's a structured process that, when well managed, can make a 20% to 40% difference in the final price compared to a direct sale without advice. We've seen entrepreneurs who, by not preparing properly, left millions of euros on the table."

— Samuel Navarro, founder of Capittal Transacciones

2,800+

M&A transactions recorded in Spain in 2024, according to TTR Data. The mid-market (transactions of €2-50M) represents the majority of volume.

When is the right time to sell

There is no universally perfect moment, but there are indicators that signal favourable selling windows:

• Favourable economic cycle. Valuation multiples rise in expansive cycles and compress in recessions. According to the Argos Index, mid-market multiples in Europe have oscillated between 5x and 8x EBITDA in the last decade.
• Solid growth and results. Buyers value trends: a company with 3 consecutive years of EBITDA growth obtains significantly higher multiples than one with flat or declining results.
• Buyer interest in the sector. When there's consolidation activity in your sector (PE funds doing build-ups, strategic buyers seeking acquisitions), the timing is favourable.
• Personal situation of the entrepreneur. Age, energy, motivation, health, wealth diversification. Selling when you still have energy to manage a 9-12 month process is very different from selling forced by circumstances.

The 7 phases of the company sale process

Phase 1: Preparation and preliminary analysis (1-2 months)

The preparation phase is critical and where an M&A adviser can add most value. It includes:

• Indicative valuation: Analysis of sector multiples, benchmarking with comparable transactions, and estimation of a realistic price range.
• Vendor Due Diligence (VDD): Anticipated internal review of the company to detect and resolve problems before the buyer finds them. This avoids surprises that could derail the transaction.
• Information Memorandum: Confidential 30-50 page document that presents the company to the market: history, sector, financials, team, growth opportunities.
• Buyer identification: Longlist of 30-80 potential buyers (strategic + financial), filtered by capacity, strategic fit and acquisition track record.

Phase 2: Buyer contact and NDA (1-2 months)

The adviser contacts potential buyers confidentially (without revealing the company name) through a blind profile or teaser. Interested parties sign an NDA (non-disclosure agreement) before receiving the Information Memorandum.

25-40%

Average percentage of contacted buyers who sign NDAs and request information, in well-managed competitive mid-market processes (data based on Capittal Transacciones' experience).

Phase 3: Receipt and analysis of indicative offers (1 month)

Buyers who have reviewed the Information Memorandum submit indicative offers (non-binding offers or IOIs). These include a price range, proposed structure (payment at closing, earn-out, etc.), and main conditions. The seller, with their adviser, analyses and compares the offers.

Phase 4: Candidate selection and management presentations (1 month)

2-4 finalist buyers are selected who visit the company, meet the management team and delve deeper into the business. These meetings are crucial: the buyer evaluates not only the numbers but the people, culture and synergies.

Phase 5: Buyer due diligence (2-3 months)

The buyer (or buyers in parallel, depending on strategy) conducts comprehensive due diligence: financial, tax, legal, employment, environmental, technological. A virtual data room is set up with hundreds of documents. This is the most intense phase of the process.

Phase 6: SPA negotiation and closing (1-2 months)

The share purchase agreement (SPA) is negotiated, which includes: price and adjustment mechanism, representations and warranties (reps & warranties), indemnification clauses, conditions precedent, non-compete covenant, and retention regime if applicable.

Phase 7: Post-closing transition (3-12 months)

Transition period where the seller accompanies the buyer to ensure business continuity. May be remunerated (as executive or consultant) or not, and its duration depends on the entrepreneur's dependence on the business.

How much does it cost to sell a company

Most common mistakes when selling a company

1. Selling without M&A adviser. According to IBBA (International Business Brokers Association) data, companies sold with professional advice obtain between 10% and 25% more in price. The adviser's cost pays for itself many times over.
2. Not preparing the company for sale. Accounting problems, pending litigation, founder dependence, concentrated customers: everything not resolved beforehand appears in due diligence and reduces price or kills the deal.
3. Negotiating with only one buyer. Competition between buyers is the best price lever. A well-managed competitive process with 3-5 offers generates competitive tension that benefits the seller.
4. Confusing Enterprise Value with what you'll receive. If your company is worth €10M EV but has €3M debt, your Equity Value is €7M. Many entrepreneurs are disappointed by not understanding this distinction.
5. Not managing confidentiality. If employees, customers or suppliers find out prematurely that the company is for sale, it can destabilise the business and destroy value.

Frequently asked questions about selling companies

How long does it take to sell a company?

The complete process, from preparation to closing, typically takes between 6 and 12 months in the Spanish mid-market. A well-managed competitive process usually closes in 8-10 months. Factors that lengthen the process: regulated sector, competition approvals, complex earn-out, or institutional buyer with slow investment committees.

Can I sell my company without my employees finding out?

Yes, and it's recommended in the initial phases. The process is managed with strict confidentiality: buyers sign NDAs, presentations are made outside the company premises, and staff are only informed in advanced phases (normally after SPA signing or shortly before closing). A good M&A adviser manages confidentiality as an absolute priority.

What taxes do I pay when selling my company?

It depends on the structure. If you sell as an individual, the capital gain is taxed in the savings base of personal income tax at rates of 19% to 30% (for capital gains above €300,000, 30% rate). If you sell through a holding company that meets the requirements of article 21 of the Corporate Income Tax Law, the capital gain may be 95% exempt. Prior tax planning is fundamental and should be done with sufficient advance notice.

What is an earn-out?

An earn-out is a variable component of the sale price paid to the seller if the company achieves certain financial objectives after closing (typically linked to EBITDA or revenue). It's a common mechanism to bridge the gap between the seller's price expectations and the buyer's valuation. In the Spanish mid-market, earn-outs typically represent between 10% and 30% of the total price.

Sources and references

• TTR Data. Annual M&A Report in Spain, 2024.
• Argos Index, Epsilon Research. Mid-Market Valuation Multiples, Q4 2024.
• IBBA (International Business Brokers Association). Market Pulse Survey, 2024.
• ASCRI. Annual Private Equity Report in Spain, 2024.
• Law 27/2014, Corporate Income Tax, arts. 21 and 76-89.
• Law 35/2006, Personal Income Tax, art. 46 and 66.2.

Are you thinking of selling your company?

At Capittal Transacciones we advise entrepreneurs throughout the entire sale process, from valuation to closing. Request a confidential consultation without commitment.

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