Step 1: Prepare and value your business
Start 2–3 years before your target exit. Buyers pay premiums for: consistent profit growth, clean financial records, non-dependence on the founder, strong customer contracts, and a capable management team. Get an independent valuation from an M&A advisor or accountant.
Step 2: Find buyers
Options: strategic buyers (competitors or sector players who acquire for growth), financial buyers (private equity or holding companies), management buyout (your own team), or business brokers who market the company widely.
Step 3: Letter of Intent (LOI)
The LOI outlines the key deal terms: indicative price, payment structure (cash, earnout, deferred), exclusivity period and key conditions. The LOI is typically non-binding but sets the framework for negotiations.
Step 4: Due diligence
The buyer investigates your financial records, contracts, legal position, tax compliance, IP and key relationships. Prepare a well-organised data room. Incomplete records slow the process and reduce the price.
Step 5: Share purchase agreement (SPA)
The legal agreement, drawn up by lawyers and notaries. Key terms: final price, warranties and indemnities, transition arrangements, non-compete clauses, and conditions precedent.
Step 6: Closing and tax
At closing, ownership transfers. Ensure your holding structure is in place for the participation exemption. Consider the timing of dividend extraction from the holding after the sale to optimise box 2 tax over multiple years.
The follow-up question
Alongside this belong Selling a Business via a BV, Selling or Closing Your Business in the Netherlands and Transferring a Business to Your Child.