There is a number most M&A advisors will not tell you upfront: the average SME sale process, from the decision to sell to cash in the bank, takes between 24 and 36 months. Not because buyers are slow. Not because the market is difficult. Because most sellers are not ready when they think they are.

The good news: this timeline is almost entirely within your control. Sellers who close in 12 months do not have better businesses. They have more prepared ones.

The three phases. and where time actually disappears

Every SME sale follows the same structure. Phase one is preparation. getting the business, the documentation, and the numbers ready. Phase two is the process. finding buyers, running conversations, receiving and negotiating offers. Phase three is execution. legal, due diligence, and closing.

Most sellers assume phase two is where the time goes. It is not. In a well-run process, phase two takes three to five months. Phase three takes two to four months. The variable is almost always phase one. and most sellers have not started it when they think they are ready to sell.

What "preparation" actually means

Preparation is not hiring an advisor and writing an information memorandum. Those come later. Real preparation means completing six things before you speak to a single buyer.

First: three years of clean, audited or independently reviewed financials. Not management accounts. Not internal spreadsheets. A buyer's financial due diligence starts with your accounts, and if they are unaudited, the first thing that happens is a Quality of Earnings review. which costs time and money and creates uncertainty about the numbers.

Second: normalised EBITDA with documented add-backs. Every adjustment you make to reported EBITDA needs a paper trail. One-off costs, owner salary above market, personal expenses through the company. each one needs documentation that a third-party accountant can verify. Undocumented add-backs get rejected.

Third: a management team that can run the business without you. If you are the business. the key relationships, the operational knowledge, the client contact. then every buyer will insist on an earn-out and a long transition period. That adds months and uncertainty to every negotiation.

Fourth: a clean legal structure. Undocumented shareholder agreements, missing IP assignments, employment contracts that have never been formalised, leases that expire mid-process. these are all discovered in due diligence and each one creates a delay or a price reduction.

Fifth: a data room that is ready before you need it. The moment you enter exclusivity, the clock starts. Buyers who are waiting for documents lose confidence. Sellers who deliver a complete, organised virtual data room on day one of exclusivity close months faster.

Sixth: a clear view of your buyer universe. Who are the most logical acquirers? Which competitors, adjacents, or financial sponsors would benefit most from owning your business? This analysis shapes your entire process strategy. and most sellers have never done it.

The timeline benchmark