Sell an Advisory Firm: Preparation and Deal Terms [2026]

Selling an advisory firm requires evidence that its clients, team and profit can continue after the owner leaves. The process starts by organising EBITDA, contracts and client data; continues with valuation and a confidential buyer search; and ends by comparing offers for cash, risk and conditions rather than headline price alone.

What is the buyer actually acquiring?

Element	Buyer’s question	Useful evidence
Client base	Which revenue will remain after ownership changes?	Contracts, monthly billing, wins, losses and tenure
Profitability	Which EBITDA is sustainable?	EBITDA bridge, margin by service and required costs
Team	Can it deliver without the founder?	Roles, tenure, remuneration and client ownership
Processes and technology	Can it integrate without damaging service?	Documented workflows, systems, permissions and service metrics
Risks	Which liabilities or client losses could transfer?	Contingencies, complaints, data protection and insurance

Revenue is not proven recurring merely because clients pay monthly. Contracts, historical behaviour and relationship transferability all matter. There is no universal retention, concentration or size threshold that determines price on its own.

Financial and commercial preparation

Before contacting buyers, prepare three comparable financial years and a current period close. The Spanish General Accounting Plan provides the accounting framework, but a sale also needs management information that explains the economics of the client base.

• Reconcile accounting records, tax filings and internal reporting.
• Normalise owner remuneration and document each EBITDA adjustment.
• Separate retainers, seasonal campaigns and one-off assignments.
• Analyse margin, churn, bad debt and concentration by client and service.
• Document scope, fees, duration and termination for material relationships.
• Identify who owns each client relationship and which roles must remain.

The guide to advisory firm valuation explains the bridge from revenue to normalised EBITDA and from enterprise value to equity value.

Possible transaction structures

Structure	What the buyer receives	What the seller should review
Share sale	The company with its assets, contracts and liabilities	Debt, cash, working capital, warranties and contingencies
Asset or portfolio sale	The assets, contracts or relationships within the perimeter	Assignments, consents, employees, taxes and excluded liabilities
Majority sale with rollover	Control while the seller retains a minority economic interest	Governance, future exit, dilution and rollover valuation
Integration with variable price	A business subject to post-completion targets	Metric, management control, adjustments, information and disputes

No structure is inherently best. A full sale may still require transition or conditional payments; a majority sale does not guarantee a profitable second exit; and an earn-out is not simply deferred consideration. The guide to earn-outs in M&A explains the main clauses and risks.

How to compare two offers

Put every proposal into the same matrix. A headline price may contain amounts with very different payment dates, probabilities and risks.

Item	What to test
Cash at completion	Unconditional amount, financing and conditions precedent
Deferred consideration	Schedule, payment security, interest and acceleration
Earn-out	Metric, period, accounting policies, control and caps
Rollover	Instrument, valuation, rights, liquidity and exit scenario
Completion adjustments	Definitions of debt, cash and normal working capital
Warranties	Liability, caps, duration, exclusions and recovery mechanism
Owner transition	Role, pay, objectives, authority and exit

Due diligence and confidentiality

A review will commonly cover finance, tax, employment, legal, technology, data protection and the client base. The due diligence guide provides a general checklist. An advisory firm may hold personal data and trade secrets belonging to clients; this information should not be released indiscriminately.

Spain’s Trade Secrets Act links protection to reasonable measures. Use a blind teaser, NDA, staged access, aggregated data and a data-room log. If the prospective buyer competes with the firm, isolate particularly sensitive information. The guide to confidential company sales describes this protocol.

Tax: analyse it before fixing the structure

Tax outcomes depend on the seller, the assets or shares transferred, tax basis, residence, consideration and any prior reorganisation. A sale by an individual is not analysed in the same way as a sale by a company, and a share deal is not equivalent to an asset sale by the business. Spain’s Personal Income Tax Act and Corporate Income Tax Act contain different regimes. No exemption or deferral should be promised without testing every requirement and downstream effect.

A practical process sequence

1. Define the seller’s objectives, transaction perimeter and acceptable structures.
2. Prepare valuation, financial information, contracts and the risk register.
3. Select and approach buyers under a confidentiality protocol.
4. Compare indicative offers and negotiate terms before exclusivity.
5. Coordinate due diligence, financing, contracts and approvals.
6. Complete the sale and manage transition and future payments.

An M&A adviser can manage preparation, buyer outreach and offer comparison, but appointment does not guarantee price or completion. The engagement letter should define team, scope, conflicts, fees and the success-fee base.

Official sources

• BOE: Spanish General Accounting Plan.
• BOE: Trade Secrets Act.
• BOE: Spanish Personal Income Tax Act.
• BOE: Spanish Corporate Income Tax Act.