A sale process has a rhythm that sellers do not control. Once a process begins, the timetable belongs to the buyers: diligence windows, quality-of-earnings reviews, management presentations, exclusivity periods. Everything that can be examined will be examined, on someone else’s schedule. The only period the seller fully controls is the one before the process starts — and it is the period that determines most of the outcome.

Two years is a useful planning horizon, not because transactions take two years, but because the things that move price and terms take that long to fix properly. Normalised earnings need two audited or reviewable cycles to be credible. Customer concentration takes time to dilute. Management depth cannot be hired in a quarter. Tax structures have lead times that owners consistently underestimate.

The numbers, first

Buyers price what they can verify. The foundation is normalised earnings: the profitability of the business with the owner’s idiosyncrasies stripped out — personal costs, above- or below-market rents, one-off items, discretionary spend. Owners are often surprised by their own normalisation exercise, in both directions. Done early, it also produces the forecast on which the equity story rests: a projection that connects to operational drivers, because buyers will test exactly that connection.

Reporting reliability matters as much as the numbers themselves. A business whose monthly management accounts arrive reliably, reconcile to the statutory accounts and match the narrative in the data room passes the first diligence test without saying a word. A business whose numbers move between meetings fails it the same way.

What buyers actually examine

  • Earnings quality: whether reported profit survives normalisation and reconciliation.
  • Customer and supplier concentration: how much of the outcome depends on relationships the seller owns personally.
  • Revenue durability: contracts, retention, backlog and the difference between recurring and hoped-for revenue.
  • Management depth: whether the business runs without the founder in the room.
  • Structure and tax: entities, related-party arrangements and exposures that become the buyer’s problem on completion.

None of these is fixed quickly. The owner who discovers, in diligence, that three customers are half the revenue has no time left to do anything about it. The owner who discovered it two years earlier has options: contract terms, account development, acquisition, honest pricing of the risk.

The owner’s side of the table

Corporate readiness is only half the preparation. The ownership structure — entities, holdings, family arrangements, residency — determines the after-tax outcome as surely as the headline price does. Restructuring close to a transaction is constrained and sometimes impossible; restructuring two years out is planning. The same is true of the owner’s objectives: what the proceeds must accomplish, what role if any the seller wants afterwards, and which terms matter beyond price. Sellers who have done this work negotiate differently, because they know what they are trading.

The only period the seller fully controls is the one before the process starts — and it is the period that determines most of the outcome.

A practical sequence

The work falls into a rough order. First, a valuation foundation: what the business is plausibly worth, on what basis, and what would move that number most. Second, a readiness assessment: the gaps a diligence process would find, listed while there is time to close them. Third, the owner’s own structuring, coordinated with tax counsel. Fourth — and only then — the selection of process, timing and advisers. Owners who run the sequence in order tend to experience a sale as a transaction. Owners who start at step four tend to experience it as an ambush.