How long it takes to sell a business, and where the months go

Nobody can honestly tell you how long your sale will take, and a page that quotes you an average is quoting a number drawn from businesses that are not yours. What can be answered properly is the question underneath it: a sale passes through seven stages, each one has a driver you can identify today, and the total elapsed time is simply the sum of those seven numbers. Three of the stages run almost entirely on your own readiness, two are shared with the buyer, and two run on other people’s clocks and cannot be compressed by wanting them to be. This page works through all seven, shows two illustrative sellers passing through the same process with very different totals, and gives you a way to build your own estimate instead of borrowing somebody else’s.

Why there is no average, and what to use instead

Ask how long it takes to sell a business and you will be offered a range. Ignore it. Not because the person offering it is being dishonest, but because the number cannot survive the journey from their sample to your situation.

Consider what would have to be true for an average to mean anything to you. It would have to be drawn from businesses of roughly your size, in roughly your sector, with roughly your quality of records, sold to roughly your kind of buyer, funded roughly the same way, in roughly the same conditions. Change any one of those and the number changes materially. A tidy, asset-light services company with three years of reconciled accounts and a management team in place is a fundamentally different transaction from a family business where the takings were reconciled annually, the lease is in a personal name and the founder holds every customer relationship personally. Averaging the two produces a figure that describes neither.

Worse, the published ranges you will encounter are almost always drawn from completed sales. Every process that ran for a year and then collapsed when the buyer’s lender said no is missing from the sample. Every owner who went to market, got one insulting offer and quietly withdrew is missing too. An average built only from the deals that finished is systematically optimistic about the deals that do not, and yours has not finished yet.

So this page does not give you a number. It gives you the thing a number is a poor substitute for, which is the structure that produces one:

total elapsed months = preparation + valuation and packaging + going to market + finding and qualifying interest + heads of terms + due diligence + legals and completion

That is not a trick. It is genuinely how the calendar gets consumed, and it is more useful than an average for three reasons.

First, it is falsifiable against your own situation. You know today whether your accounts reconcile. You know whether your largest customer has a signed contract or a handshake from 2019. You know whether the business functions for a fortnight when you are away. Each of those facts attaches to a specific stage and lengthens or shortens it, and you can make that judgement without any external data at all.

Second, it separates what you control from what you do not. An average tells you nothing about which months are available for you to remove. The stage breakdown tells you exactly that, and the answer surprises most owners: a substantial share of the elapsed time in a slow sale is consumed before a buyer has been spoken to, by work that could have been done at any point in the preceding year.

Third, it survives a restart. Sales do not fail evenly. They fail at specific stages, and the cost of a failure is not the whole process again — it is the stages between where you fell out and where you re-enter. You cannot reason about that with a single headline duration. You can reason about it very easily with a stage model, and the final sections of this page do exactly that.

One boundary before going further. This page is about where the time goes, not about what haste costs you in price. Those are different questions and they have different answers, which is why selling a business quickly is a separate guide: that one works out the exchange rate between speed and price, in cash, on a worked example. This one assumes you want a realistic timeline rather than the shortest possible one, and shows you how to build it. If you are at the earlier stage of wondering what the whole process even involves, how to sell a business covers the shape of it.

Every duration mentioned anywhere on this page is illustrative. Each is a figure chosen to make the arithmetic legible, and none of them is a market average, a survey finding, a benchmark or a prediction about your business. They exist so that the method can be demonstrated on numbers rather than in the abstract. Replace every one of them with your own honest estimate and the method still works; keep them and you have learned nothing you could not have got from a worse page.

The seven stages, and what sets the length of each

Here is the whole process, with the driver of each stage, the thing that shortens it, and — the column owners usually skip and should not — whose diary the stage actually sits in.

Reading your own situation into that table

Go through it once with your own business in mind and answer these plainly. Nothing here requires an adviser, and all of it can be done this afternoon.

1. Do your four sources agree? Bank statements, statutory accounts, tax returns, and whatever system raises your invoices. If they do, stage one is short. If they disagree and you know why, it is a few weeks. If they disagree and you do not know why, it is the longest stage you have.
2. Can you produce a contract register today? Every customer, supplier, lease and licence, with the assignment position and any change-of-control clause noted. If not, part of stage one and most of stage seven will be spent waiting for other people to sign things.
3. Have you decided your number? Not a hope, a defensible range with the workings. Sellers who have not done this stall stage two entirely, because the packaging cannot be written until the price question has an answer.
4. How many plausible buyers can you name? Write the list. If it has one name on it, stage four is short but expensive; if it has eight, stage four is longer and the process is stronger.
5. What happens to the business when you are away for two weeks? This is the question that sets the multiple, and it also sets how many diligence questions arrive in stage six, because a buyer who cannot see how the business runs without you asks about everything else too.
6. Which consents does a sale need? A landlord, a lender, a franchisor, a licensing body, or a customer with a change-of-control clause. Each one is a stage-seven dependency that belongs on somebody else’s desk, and each can be started early.

Those six answers determine more of your timeline than your sector does. Five of the six are wholly within your control, and four of the five can be improved before you speak to a single buyer. That is the practical content of this whole page.

One thing the table does not say

Stages do not run strictly in sequence, and pretending they do is a common way of over-estimating. Consents can be started during diligence. The information memorandum can be written while records are still being reconciled. Two buyers can be qualified in parallel. What genuinely cannot overlap is anything that depends on a completed prior step: no one runs diligence before heads of terms are agreed, and no solicitor drafts a share purchase agreement against a price that is still moving. So the sum at the top of this page is an upper bound that good sequencing pulls down — and poor sequencing, where each stage starts only when the last one ends, pushes it right back up.

Two sellers, the same business, the same seven stages

Take two owners of near-identical businesses. Both make £250,000 of adjusted profit. Both decide on the same morning that they want to sell. Both are sensible, neither is unlucky, and neither does anything foolish during the process. The only difference between them is what state the business was in on the day they decided.

Seller A has three years of statutory accounts, management accounts to the last completed month, a reconciliation showing the bank agreeing with the accounts and the sales system, a contract register with the change-of-control position noted against each line, and two managers who between them hold the customer relationships.

Seller B has statutory accounts filed late, management figures four months stale, a director’s loan account nobody has reconciled, the three largest customers trading on expired agreements that have simply rolled on, the premises lease in their personal name, and every significant relationship in their own phone.

Now run both through the seven stages. Every figure in the two columns below is illustrative. Each one is a duration chosen to make the arithmetic legible and to show where a gap accumulates. None of them is an average, a benchmark, or a claim about how long your own sale will take.

On these illustrative figures the unprepared seller takes exactly twice as long:

17.0 − 8.5 = 8.5 months of difference, produced entirely by the state the business was in before either of them started

The interesting part is not the total. It is where the eight and a half months came from, because it is not where owners expect.

Where the gap accumulates

Group those. The stages that are purely a function of the seller’s own readiness — preparation, packaging and the diligence burden that preparation creates — account for:

3.0 + 1.0 + 2.0 = 6.0 of the 8.5 months

6.0 ÷ 8.5 = 70.6% of the entire difference

Seven months in ten of the gap between a nine-month sale and a seventeen-month one, on these illustrative figures, was decided before either seller spoke to a buyer. Not by the sector, not by the market, not by the quality of the buyer, and not by luck. By whether the paperwork was in order on the morning the decision was made.

The second thing hiding in the table

Look at the due diligence row. Seller B spends two extra months there, and it is tempting to read that as the buyer being slow. It is not. Diligence length is a function of how many questions get asked and how long each answer takes to produce, and both halves of that are driven by the seller.

The volume of questions rises when early answers are unsatisfying. A buyer who asks for the bank reconciliation and receives it the same afternoon revises upwards their view of everything else they have been told, and asks fewer follow-up questions as a result. A buyer who asks for the same document and is told it will take a fortnight has just learned something about the business, and what they have learned makes them look harder at the next ten items. That is the mechanism by which unpreparedness compounds: it does not merely delay answers, it manufactures questions. The guide on due diligence sets out what gets asked for, which is the most efficient way to find out what you cannot currently produce.

What Seller B could and could not have fixed

Be honest about this, because the encouraging version is misleading. Of Seller B’s four months of preparation, the reconciliation and the document assembly are weeks of unglamorous work with a definite end. Getting the three expired customer agreements refreshed is not: that work takes as long as three other organisations’ internal processes take, and no amount of urgency on your side changes it. And the deepest problem — that every relationship sits in the owner’s phone — cannot be fixed inside a sale process at all. Transferring relationships to named staff, documenting what you know and genuinely delegating authority is a programme measured in months to years. It is the single highest-value thing an owner can do before selling, and it is the one thing that cannot be started late.

So the practical reading of the table is this. If you are Seller B and you have a year, you can become something close to Seller A. If you are Seller B and you have eight weeks, you can remove the reconciliation months and the packaging month, you can begin the consent conversations early, and you cannot remove the rest. Knowing which is which is the difference between a plan and a wish.

The months that are not yours to compress

Two of the seven stages sit substantially on other people’s desks, and a third is shared. This is the part of the timeline that does not respond to effort, and it is where owners who have done everything right still lose patience.

The buyer has their own process

A buyer is not one person deciding. Behind an individual buyer there is usually a lender, an accountant and a solicitor. Behind a corporate buyer there is additionally a board, a finance director, sometimes a parent company, and a calendar of meetings that happen when they happen. Behind a private-equity buyer there is an investment committee that sits on a fixed cycle. Your deal does not move between those meetings. If a decision needs the committee and the committee meets monthly, a document arriving the day after the meeting costs four weeks regardless of how urgent it is.

You cannot accelerate this and you should not try. What you can do is find out early what it consists of. Ask a buyer directly: who has to approve this, when do they meet, and what do they need to see. A buyer who answers precisely is describing a real process. A buyer who is vague about it is telling you something too.

Lending decisions happen out of sight

Where a purchase is funded by borrowing, a substantial part of your timetable is being decided by people you will never meet, against criteria you cannot see, assessing a business they know only through paper. The lender may want their own valuation. They may want a professional survey if property is involved. They may come back with conditions after weeks of silence. None of this is visible from your side, and none of it moves faster because your buyer is enthusiastic.

The one thing that helps is distinguishing, at the earliest possible moment, between funding that is agreed and funding that is expected. An agreement in principle from a named lender is a fact. A confident tone of voice is not. This single question, asked in the first conversation rather than after heads of terms, removes more wasted months than any other habit available to a seller.

Third-party consents run on their own timetable

A sale frequently needs somebody outside the deal to say yes. A landlord consenting to assignment of the lease. A lender releasing a charge. A customer whose contract contains a change-of-control clause. A franchisor, a regulator, a licensing body. Each of these is a queue you join, and your position in it has nothing to do with the importance of your transaction to you.

The compressible part is not the wait itself, it is when the wait starts. Consents begun during preparation run in parallel with everything else and disappear from the critical path. Consents begun at completion are the critical path, and you discover their true length at the exact moment your leverage is lowest. Identify every consent your deal needs in stage one, and start the slow ones immediately.

Solicitors have other clients

The legal stage involves at least two firms exchanging drafts, and each exchange has a turnaround. A document sent on Friday is looked at on Tuesday. A point that needs both solicitors and both clients to agree takes a round trip of days even when nobody disagrees. Multiply that by the number of open points and you have the stage seven duration, which is why reducing open points at heads of terms shortens the legal stage far more than chasing does. Every issue left deliberately vague in the heads of terms reappears as a drafting negotiation later, at the point in the process where it costs the most time and where you have the least room to walk away.

And there are seasons

August and late December are real. Advisers take holidays, boards do not meet, lenders run thin, and a document that would take three days to turn around in March takes a fortnight in the second week of August. This is not a reason to avoid those months — there is no month in which nothing happens — but a process crossing them should expect the crossing to cost something, and a plan that assumes uniform velocity across a twelve-month calendar is a plan that will be missed.

How to hold this without going mad

Separate your timeline into two lines rather than one. The first is the months you own: preparation, packaging, your half of every information request. Those you can attack and should. The second is the months you are waiting on: lender decisions, board meetings, consents, drafting turnarounds. Those you can only start early and then leave alone.

elapsed months = the months you own + the months you are waiting on

Owners who conflate the two do one of two damaging things. Either they conclude that nothing they do makes a difference, which is untrue and produces the unprepared seller in the previous section, or they conclude that hard work will compress the whole thing, and spend their patience chasing a lender who was never going to answer sooner. Attack the first line. Start the second line early. Then stop measuring it daily, because a process watched hourly is not faster, only worse to live through.

What restarts the clock, and what a restart really costs

The stage model earns its keep here. Sales do not usually fail at the end; they fail at an identifiable stage, and the cost of a failure is not the whole process again. It is the distance between where you fell out and where you re-enter, plus whatever the failure did to the business in the meantime.

Take Seller A’s illustrative 8.5-month process from the earlier section and put each of the common failures against it. Every figure below is illustrative, chosen to show the shape of a restart rather than to predict one.

The headline arithmetic of a single collapse is brutal and worth stating explicitly:

8.5 months + 4.5 months of restart = 13.0 months, a 52.9% increase for one buyer changing their mind

And the damage is not only calendar. A business that has been off the market for most of a year returns to a buyer pool that may now have heard it was under offer and did not complete, which is a fact buyers reason about. The restart is longer than it looks and it starts from a slightly worse position.

The three restarts worth defending against

The buyer who cannot fund it. This is the most expensive failure and the most screenable. It does its damage under exclusivity, which means it costs you the months and the alternatives you turned away while it ran. Two habits remove most of it: ask how the purchase is funded in the first conversation, and never grant exclusivity without an end date on it. Open-ended exclusivity converts your only genuine leverage into a free option held by somebody else.

The discovered problem. A customer who gave notice, a dispute, a piece of equipment near the end of its life, an unreconciled loan account. Disclosed at the start, these are priced calmly and cost days. Found in week nine of diligence, the same facts cost weeks, because the buyer has now learned there may be others and goes looking. The asymmetry is enormous and entirely in your gift: a written list of known problems, with what has been done about each, handed over early.

Trading that slips while you are selling. Selling is a second job, and in an owner-managed business the owner’s attention is the operating system. A dip during the process does not merely embarrass you; it reopens the price, and reopening the price reopens the heads of terms, which puts the legal drafting on hold while it is resolved. That is how a trading problem becomes a calendar problem. The defence is unglamorous: keep running the business, and put somebody else in charge of the document requests where you possibly can.

The compounding loop, said plainly

There is a nasty feedback loop in all of this and it is worth naming, because owners experience it without recognising it. A longer process means more months in which something can go wrong. Something going wrong lengthens the process. The longer process crosses a year-end or a quiet season, which lengthens it again, which raises the chance of a further problem.

longer process → more exposure to events → events lengthen the process → repeat

The loop runs in both directions, which is the encouraging half. Every month removed from the front of the process — the months that are entirely yours — is also a month of exposure removed from the whole of it. That is the real return on preparation, and it is larger than the simple month-for-month saving suggests.

The calendar you are selling into

One stage-independent factor deserves its own section, because it catches out sellers who have done everything else properly: the dates on the calendar are not neutral.

A year-end mid-process means a fresh set of figures to explain

A buyer forms their view of the business from a set of numbers. When the financial year ends part-way through a process, that set of numbers is superseded. New statutory accounts have to be prepared, and until they exist the buyer is being asked to complete on figures that are visibly out of date. When they do exist, every line that has moved becomes a question.

Work through what that actually involves. The year-end has to be closed. The accountant has to prepare the accounts, on their timetable and alongside everyone else’s year-end. The new figures have to be reconciled to the management accounts the buyer has already been given, and any difference between what you forecast and what arrived has to be explained. If the new year came in below the old one, the price conversation reopens; if it came in above, you will be asked to prove the increase is durable rather than a one-off, which is a harder argument than it sounds.

Consider the arithmetic on a business making £250,000 of adjusted profit, where the buyer’s view was built on a year at that level and the new year lands differently. The multiple is illustrative:

Notice the last row, because it is the one nobody expects. A better year does not automatically shorten anything. It introduces a new claim that has to be substantiated, and substantiating it takes questions, documents and time. The neutral-looking first row is the fastest outcome, and it still costs weeks.

None of this argues for timing a sale around a year-end, which is rarely possible anyway. It argues for knowing where your year-end falls relative to your intended process, and for having the management accounts kept close enough to real time that the transition is a reconciliation rather than a revelation.

Stale figures age faster than owners think

Management accounts have a shelf life in a transaction. A buyer looking at figures that stop several months ago is being asked to complete on a picture that no longer describes the business, and their reasonable response is to ask for another month, and then another. Each request is a fortnight if the figures are produced monthly and a month if they are not, and each one lands on the critical path.

This is the least glamorous and most reliable piece of timetable control available to a seller: close the management accounts every month, while the sale is running, without fail. It converts a recurring source of delay into a routine that produces the answer before it is asked for.

Your own business has seasons too

If your trade is concentrated into part of the year, that shapes what your figures show at any given moment and what a buyer can conclude from them. A business that earns most of its margin in the last quarter looks different in April than it does in January, and a buyer who sees it only in the trough will ask for the full cycle before committing. That is not unreasonable of them; it is the same instinct you would have. Understanding what your own cycle does to the picture lets you anticipate the request instead of being delayed by it, by presenting the full year from the start rather than having it extracted from you.

Putting your own estimate together

You now have everything needed to build a number that belongs to you rather than to a survey. Do it in four steps, and write it down, because an estimate held in the head drifts to whatever is most comfortable that week.

1. Write your own figure against each of the seven stages, using the driver column in the second section and your honest answers to the six questions under it. Do not optimise. Write what you actually believe.
2. Split the total into the months you own and the months you are waiting on. Attack the first. Start the second early — particularly consents, which are pure waiting and can almost always begin sooner than they do.
3. Add an allowance for one restart, using the failure most likely in your own situation. If your buyer pool is thin, that is a buyer walking. If your records are weak, that is a discovered problem. If your trade is volatile, it is a bad month in the accounts.
4. Lay it against the actual calendar. Mark your year-end, August and Christmas, and your own seasonal trough. If the process crosses your year-end, plan for the new accounts rather than being surprised by them.

What comes out is not a prediction. It is a defensible estimate with visible workings, which is a great deal more useful, because when it turns out to be wrong you will be able to see exactly which stage was wrong and by how much — and adjust the plan rather than your morale.

And the finding that runs through the whole page is worth restating one last time. On the illustrative figures above, roughly seven-tenths of the difference between a fast process and a slow one was settled before either seller spoke to a buyer. The timeline is not a thing that happens to you. Most of it is a thing you have already decided, and the remainder responds to having started early.

Arithmetic and general information only — not financial, tax, legal or investment advice. Your own figures, and your own accountant, decide what any of this means for you.

Frequently asked questions

How long does it take to sell a business?

There is no honest single answer, and any average you are quoted comes from a sample of businesses that are not yours and usually counts only the sales that completed. The useful way to answer it is to break the process into its seven stages, which are preparation, valuation and packaging, going to market, finding and qualifying interest, heads of terms, due diligence, and legals and completion. Put your own honest estimate against each stage using the state of your records, the number of plausible buyers you can name, and the consents your deal will need, then add the seven numbers together. That gives you a timeline built from your own facts rather than a borrowed one, and it shows you which months you can remove.

Which stage of selling a business takes the longest?

It depends on the business, which is the point. For a seller whose records do not reconcile and whose contracts are undocumented, preparation is usually the longest stage and it happens before a buyer has even been approached. For a seller who is well prepared, the longest stages are normally due diligence and the legal work, because both run substantially on other people timetables. The stage that surprises owners most is preparation, because it is invisible from the outside and is the one they could have started at any point in the previous year.

Can you speed up due diligence?

Not directly, because the buyer decides what to ask. You can shorten it substantially in advance, though, because the length of diligence is driven by how many questions get asked and how long each answer takes to produce, and both are set by the seller. Documents that exist on the day they are requested keep the question count down, because early answers that satisfy a buyer reduce how hard they look at everything else. Unreconciled numbers do the opposite: they turn verification into investigation, and investigation generates more questions than it started with.

What happens to the timeline if a buyer pulls out?

You do not start the whole process again, but you do lose the stages between where the deal collapsed and where you can re-enter. A buyer walking away during due diligence sends you back to finding and qualifying interest, so the months spent on heads of terms and diligence are gone and have to be repeated with somebody else. You also return to a buyer pool that may know the business was under offer and did not complete. The two habits that prevent most of this are asking how the purchase is funded in the very first conversation, and never granting exclusivity without an end date attached to it.

Does it matter what time of year you start selling a business?

The month you start matters less than where your financial year-end falls relative to the process. If the year-end passes mid-process, a fresh set of statutory accounts has to be prepared and every line that has moved becomes a question, including a year that came in higher than expected, because a rise has to be shown to be durable. Keeping management accounts closed monthly throughout the process removes most of that friction. August and late December are also genuinely slower for advisers, lenders and boards, so a plan that assumes the same pace all year will be missed.

Other guides

• How much does Etsy take from a sale?
• How to build a cash flow forecast
• Agency utilisation rate: the formula, and the denominator that decides it