{"id":4433,"date":"2025-10-12T16:07:18","date_gmt":"2025-10-12T14:07:18","guid":{"rendered":"https:\/\/maraz.es\/?p=4433"},"modified":"2026-10-12T10:51:35","modified_gmt":"2026-10-12T08:51:35","slug":"mistakes-when-selling-a-business","status":"publish","type":"post","link":"https:\/\/maraz.es\/en\/mistakes-when-selling-a-business\/","title":{"rendered":"Mistakes when selling a business and how to avoid them"},"content":{"rendered":"<h2 data-start=\"1541\" data-end=\"1947\">Mistakes when selling a business and how to avoid them<\/h2>\n<p data-start=\"1541\" data-end=\"1947\">Selling a business is one of the most important decisions in any entrepreneur\u2019s journey. It is a complex process, combining financial, legal, strategic and emotional factors. However, many owners make mistakes that can significantly reduce the value achieved\u2014or even derail the transaction. The good news is that most of these mistakes are avoidable if identified early and addressed with the right advice.<\/p>\n<p data-start=\"1949\" data-end=\"2076\"><strong>Below, we analyse the most common mistakes when selling a business and explain how to avoid them to maximise transaction value.<\/strong><\/p>\n<h2 data-start=\"2083\" data-end=\"2146\">1. Lack of planning and clear objectives<\/h2>\n<p data-start=\"2148\" data-end=\"2415\">A first frequent mistake is starting the sale process without rigorous planning or a defined objective. Before taking a business to market, the owner must be very clear on why they want to sell, what they expect to achieve and what type of buyer they are looking for.<\/p>\n<p data-start=\"2417\" data-end=\"2751\">Without a strategic roadmap, the sale can easily drift: poorly selected offers, unmanageable timelines or unfavourable conditions. Proper preparation should include a realistic timetable, the compilation of financial and legal documentation, and the definition of the key indicators that will determine the success of the transaction.<\/p>\n<p data-start=\"2753\" data-end=\"2914\"><strong>At Maraz Corporate Finance we insist on the importance of this initial phase:<\/strong> a well-planned sale is a sale that closes on better terms and with fewer surprises.<\/p>\n<h2 data-start=\"2916\" data-end=\"2986\">2. Timing mistakes: waiting too long or rushing<\/h2>\n<p data-start=\"2988\" data-end=\"3224\">The timing of a sale is as important as the sale itself. Many entrepreneurs make the mistake of waiting indefinitely, assuming the company\u2019s value will continue to rise. But markets change, sectors transform and opportunities disappear.<\/p>\n<p data-start=\"3226\" data-end=\"3472\">The opposite extreme is equally dangerous: selling in a hurry due to personal reasons, a crisis and urgent financial pressure, or simple exhaustion. In those cases, the owner often accepts less favourable conditions or loses negotiating leverage.<\/p>\n<p data-start=\"3474\" data-end=\"3745\">The optimal moment to sell is usually when the business shows strong results, stable prospects and a solid internal structure. Planning the sale sufficiently in advance allows you to prepare documentation, choose the right buyer and negotiate from a position of strength.<\/p>\n<h2 data-start=\"3747\" data-end=\"3826\">3. Limiting yourself to a single buyer or a local market<\/h2>\n<p data-start=\"3828\" data-end=\"4083\">Another common mistake is negotiating with a single buyer from the outset or limiting the search to the local environment. Although it may seem simpler, it reduces competition between potential bidders and therefore weakens the seller\u2019s negotiating power.<\/p>\n<p data-start=\"4085\" data-end=\"4346\">A professional approach is to create a competitive process, identifying multiple potential buyers (strategic, financial or industrial) and encouraging a comparison between offers. This increases the chances of achieving a better price and more favourable terms.<\/p>\n<p data-start=\"4348\" data-end=\"4592\">In addition, widening the search to national and international markets can reveal opportunities far more attractive than those available locally. At Maraz, we help clients identify both domestic and foreign investors interested in their sector.<\/p>\n<h2 data-start=\"4594\" data-end=\"4678\">4. Not preparing the business for sale (vendor due diligence)<\/h2>\n<p data-start=\"4680\" data-end=\"4912\">Before negotiations begin, the company must be ready to be scrutinised by potential buyers. Many owners overlook this phase and go to market with incomplete or disorganised information, which creates mistrust and delays the process.<\/p>\n<p data-start=\"4914\" data-end=\"5195\">Preparing the business involves conducting an internal, pre-sale due diligence review\u2014covering all financial, accounting, legal, employment and tax aspects. It is also advisable to correct irregularities, remove non-recurring costs and ensure key contracts are properly documented.<\/p>\n<p data-start=\"5197\" data-end=\"5421\">A well-prepared business signals professionalism and credibility, shortens timelines and reduces the buyer\u2019s room to renegotiate. &lt;a href=&#8221;https:\/\/maraz.es\/due-diligence\/&#8221; style=&#8221;color:red;&#8221;&gt;Read more about Due Diligence&lt;\/a&gt;<\/p>\n<h2 data-start=\"5423\" data-end=\"5470\">5. Unrealistic valuation<\/h2>\n<p data-start=\"5472\" data-end=\"5792\">One of the most costly mistakes is setting an unrealistic sale price. Some entrepreneurs overvalue their business for emotional or personal reasons; others undervalue it due to lack of information. In both cases, the outcome is negative: either potential buyers are deterred, or value is unnecessarily left on the table.<\/p>\n<p data-start=\"5794\" data-end=\"5989\">A company\u2019s value does not depend on what the owner invested or needs to \u201crecover\u201d, but on its future capacity to generate cash, the risk profile of the business and prevailing market conditions.<\/p>\n<p data-start=\"5991\" data-end=\"6385\">That is why it is essential to obtain a <a href=\"https:\/\/maraz.es\/en\/business-valuation-sale\/\">professional valuation<\/a> before launching the sale. At Maraz Corporate Finance we use established methodologies\u2014such as discounted cash flow (DCF) and market multiples\u2014to determine a reasonable valuation range that can be defended in negotiations.<\/p>\n<h2 data-start=\"6387\" data-end=\"6442\">6. Accepting risky payment terms<\/h2>\n<p data-start=\"6444\" data-end=\"6744\">Another common mistake is accepting payment structures that are overly complex or insufficiently secure. The objective of selling a business is to convert its value into liquidity; however, many sellers accept deferred, variable payments or buyer shares without properly analysing the risks involved.<\/p>\n<p data-start=\"6746\" data-end=\"6985\">Earn-outs, deferred payments or share swaps can be reasonable if well structured, but they should always be accompanied by strong protections: personal guarantees, default interest, collateral or termination clauses in case of non-payment.<\/p>\n<p data-start=\"6987\" data-end=\"7181\">The recommendation is clear: prioritise cash at completion. In any event, Maraz\u2019s financial advisers can help assess the buyer\u2019s creditworthiness and structure appropriate protection mechanisms.<\/p>\n<h2 data-start=\"7183\" data-end=\"7244\">7. Failing to maintain confidentiality<\/h2>\n<p data-start=\"7246\" data-end=\"7452\">Confidentiality is critical in any sale process. If news that the business is for sale leaks prematurely, it can trigger negative effects: loss of customers, employee uncertainty or tensions with suppliers.<\/p>\n<p data-start=\"7454\" data-end=\"7662\">For that reason, it is essential to put confidentiality agreements (NDAs) in place with all interested parties before sharing sensitive information, and to strictly limit who knows the details of the process.<\/p>\n<p data-start=\"7664\" data-end=\"7832\">At Maraz, we manage sales processes with full confidentiality, protecting the business\u2019s reputation and avoiding leaks that could affect value or day-to-day operations.<\/p>\n<h2 data-start=\"7834\" data-end=\"7924\">8. Neglecting communication with employees, customers and suppliers<\/h2>\n<p data-start=\"7926\" data-end=\"8146\">Just as important as confidentiality is planning when and how to communicate the sale to internal and external stakeholders. Many entrepreneurs do it too late or in an improvised way, generating mistrust and instability.<\/p>\n<p data-start=\"8148\" data-end=\"8314\">Employees should receive a clear and reassuring message once the transaction is advanced, emphasising business continuity and the opportunities a new owner may bring.<\/p>\n<p data-start=\"8316\" data-end=\"8533\">The same applies to key customers and suppliers: communication must be transparent, controlled and consistent with the strategic narrative of the transaction. The transition should project confidence, not uncertainty.<\/p>\n<h2 data-start=\"8535\" data-end=\"8616\">9. Losing focus on running the business during the process<\/h2>\n<p data-start=\"8618\" data-end=\"8817\">While the sale is being negotiated, the business must continue to operate normally. A very frequent mistake is for the owner to neglect day-to-day management, thinking the business is \u201calready sold\u201d.<\/p>\n<p data-start=\"8819\" data-end=\"8984\">Buyers will analyse recent performance and operational results during due diligence. If results deteriorate or sales fall, the final price will be adjusted downward.<\/p>\n<p data-start=\"8986\" data-end=\"9371\">Therefore, until signing, the owner must remain fully focused on maintaining\u2014or even improving\u2014profitability. If the process workload makes this difficult, the owner can rely on the management team or on an external corporate finance adviser to avoid losing operational focus. See <a href=\"https:\/\/maraz.es\/en\/fractional-cfo\/\">Maraz support services (Fractional CFO) during the process.<\/a><\/p>\n<h2 data-start=\"9373\" data-end=\"9446\">10. Misalignment between partners or shareholders<\/h2>\n<p data-start=\"9448\" data-end=\"9668\">Where a company has multiple shareholders, lack of internal consensus can become an insurmountable obstacle. Disagreements on price, buyer choice or sale terms often surface too late, complicating or blocking completion.<\/p>\n<p data-start=\"9670\" data-end=\"9920\">Before starting the process, it is critical that all shareholders are aligned and that there is a clear agreement on the transaction\u2019s basic conditions. A united front builds buyer confidence and avoids internal disputes that can jeopardise the deal.<\/p>\n<h2 data-start=\"9922\" data-end=\"9993\">11. Not using specialised professional advisers<\/h2>\n<p data-start=\"9995\" data-end=\"10211\">The most decisive mistake is attempting to sell the business without professional advisers. An M&amp;A process requires technical, financial, tax and legal expertise that goes beyond the experience of most entrepreneurs.<\/p>\n<p data-start=\"10213\" data-end=\"10475\">Having a specialist financial adviser allows the transaction to be structured correctly, the business to be valued objectively, qualified buyers to be identified, negotiations to be conducted on equal footing, and mistakes to be avoided that could cost millions.<\/p>\n<p data-start=\"10477\" data-end=\"10558\"><strong>At Maraz Corporate Finance, we support owners through every phase of the process to avoid mistakes when selling a business:<\/strong><\/p>\n<ul>\n<li data-start=\"10562\" data-end=\"10596\">Business valuation and analysis.<\/li>\n<li data-start=\"10599\" data-end=\"10622\">Sale strategy design.<\/li>\n<li data-start=\"10625\" data-end=\"10680\">Identification of, and outreach to, potential buyers.<\/li>\n<li data-start=\"10683\" data-end=\"10743\">Negotiation and coordination of the due diligence process.<\/li>\n<li data-start=\"10746\" data-end=\"10816\">Support in negotiating the SPA, signing and closing the transaction.<\/li>\n<\/ul>\n<p data-start=\"10818\" data-end=\"10902\"><strong>The result is a faster, safer transaction and an optimal final value for the seller.<\/strong><\/p>\n<p data-start=\"10904\" data-end=\"11155\"><strong>A business sale should not be improvised. The most common mistakes\u2014lack of planning, poor valuation, leaks, misalignment or lack of advice\u2014can have serious consequences. However, all of them are avoidable with preparation, strategy and expert support.<\/strong><\/p>\n<p data-start=\"11157\" data-end=\"11461\"><strong>At Maraz Corporate Finance, we help entrepreneurs structure and execute sale processes that are efficient, confidential and focused on maximising value. Our team combines experience, technical rigour and strategic vision, turning a transition moment into an opportunity for personal and financial growth.<\/strong><\/p>\n<p data-start=\"11463\" data-end=\"11672\"><a href=\"https:\/\/maraz.es\/en\/mergers-acquisitions\/\">If you are considering selling your business,<\/a> contact us and we will support you at every step to ensure a successful sale without setbacks.<\/p>\n<p data-start=\"11463\" data-end=\"11672\">\n<p data-start=\"11674\" data-end=\"11819\"><a href=\"https:\/\/www.linkedin.com\/in\/javierderojas\/\" target=\"_blank\" rel=\"noopener\"><span style=\"color: #333399;\"><strong>Javier de Rojas Roca de Togores<\/strong><\/span><\/a><\/p>\n<p data-start=\"11674\" data-end=\"11819\"><span style=\"color: #333399;\"><strong>Partner \u2013 Maraz Corporate Finance<\/strong><\/span><\/p>\n<p data-start=\"11674\" data-end=\"11819\">\n<h2><em>Frequently asked questions about mistakes when selling a company<\/em><\/h2>\n<h3><em>What is the most expensive mistake when selling a company?<\/em><\/h3>\n<p><em>Although it depends on each case, the mistake that usually costs the most money is an unrealistic valuation combined with the absence of a competitive process. Setting a price without technical grounding scares off good buyers or leaves value on the table; and negotiating with a single interested party removes the competitive tension that is precisely what raises the price. Added to these, because of its impact in the final phase, is failing to prepare the company: an unexpected finding in the buyer&#8217;s due diligence can cut the price or bring the deal down.<\/em><\/p>\n<h3><em>How far in advance should I start preparing the sale?<\/em><\/h3>\n<p><em>Ideally, start between one and two years before the planned sale. That lead time allows you to put the accounts in order, eliminate non-recurring expenses, professionalise management, reduce dependence on the owner, diversify customers, resolve tax or legal contingencies and, where appropriate, carry out a vendor due diligence. The better prepared the company is when it goes to market, the higher its value, the faster the deal and the lower the risk of surprises the buyer could use to renegotiate downwards.<\/em><\/p>\n<h3><em>What EBITDA multiple can I expect for my company?<\/em><\/h3>\n<p><em>There is no single figure: in the Spanish middle market, a good share of transactions close within indicative ranges of 4\u00d7 to 8\u00d7 EBITDA, but the specific multiple depends on the sector, size, growth, recurrence of revenue and risk. A small company, highly dependent on its owner and with concentrated customers, sits at the low end; a larger company with its own management team, recurring revenue and sustained growth, at the high end or above. More useful than asking &#8220;what is my multiple&#8221; is asking &#8220;what can I do in the next 12\u201324 months to raise it&#8221;, because almost all of those levers can be worked on before selling.<\/em><\/p>\n<h3><em>How do you prevent leaks that the company is for sale?<\/em><\/h3>\n<p><em>With a staged information process protected by confidentiality: first an anonymous teaser is distributed (without revealing the identity of the company), and only when a buyer shows real interest are they asked to sign a <a href=\"https:\/\/maraz.es\/en\/nda-confidentiality-agreement\/\">confidentiality agreement (NDA)<\/a> before sensitive information is handed over. The most delicate information (margins by customer, formulas, trade secrets) is reserved for a clean room accessible only to the finalists. Limiting who knows about the process within the company and relying on an adviser who acts as a filter drastically reduces the risk of leaks to employees, customers or competitors.<\/em><\/p>\n<h3><em>Is it safe to accept an earn-out or a deferred payment?<\/em><\/h3>\n<p><em>It can be, if well structured, but it carries risk. An earn-out ties part of the price to future results, and a deferred payment leaves an outstanding balance to be collected: in both cases, the seller bears the risk that the buyer does not perform. The general recommendation is to maximise cash at closing and, for the deferred part, require solid guarantees (bank guarantees, collateral, interest, acceleration clauses), define the earn-out metrics precisely and lock down who controls management during the measurement period. A reasonable escrow usually ranges between 5% and 15% of the price for 12\u201324 months; W&amp;I insurance can help reduce it and collect more cleanly.<\/em><\/p>\n","protected":false},"excerpt":{"rendered":"<p>Mistakes when selling a business and how to avoid them Selling a business is one of the most important decisions in any entrepreneur\u2019s journey. It is a complex process, combining financial, legal, strategic and emotional factors. However, many owners make mistakes that can significantly reduce the value achieved\u2014or even derail the transaction. The good news [&hellip;]<\/p>\n","protected":false},"author":3,"featured_media":3554,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[163],"tags":[],"class_list":["post-4433","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-mergers-acquisitions"],"acf":{"team_member_autor":{"ID":1417,"post_author":"3","post_date":"2025-03-17 16:11:58","post_date_gmt":"2025-03-17 15:11:58","post_content":"","post_title":"Javier de Rojas Roca de Togores","post_excerpt":"","post_status":"publish","comment_status":"closed","ping_status":"closed","post_password":"","post_name":"javier-de-rojas-roca-de-togores","to_ping":"","pinged":"","post_modified":"2026-10-07 13:24:42","post_modified_gmt":"2026-10-07 11:24:42","post_content_filtered":"","post_parent":0,"guid":"https:\/\/maraz.es\/?post_type=team_member&#038;p=1417","menu_order":0,"post_type":"team_member","post_mime_type":"","comment_count":"0","filter":"raw"}},"_links":{"self":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts\/4433","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/comments?post=4433"}],"version-history":[{"count":0,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts\/4433\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/media\/3554"}],"wp:attachment":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/media?parent=4433"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/categories?post=4433"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/tags?post=4433"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}