Preparing a business for sale

A business that survives the buyer’s checks — and a price you can defend

  • A picture of the business through a buyer’s eyes, with a risk map
  • A value range and the arguments to defend it
  • A fix-it plan and a data pack before you approach buyers

Free 15–30 minute call · no obligation · Pick a time in the calendar →

on the seller’s sideyour arguments, not the buyer’s
2 packagesdiagnostic or full protection
4 weekstypical preparation cycle
3–12 monthsbefore the sale — time to start

Preparing a business for sale is a commercial review of your company through a buyer’s eyes before it goes to market. We find what will cut the price, assemble a data pack for buyers, prepare price arguments and answers to awkward questions. Two packages: a pre-sale diagnostic and full seller-side protection with support during negotiations.

Why sellers lose money on the deal

A buyer arrives with auditors and lawyers and checks the business against a list.

If documents take weeks to find, figures in different reports do not match, and the lease or dependence on a key employee surfaces at the last moment, each finding turns into a discount — and sometimes into a failed deal and lost months.

Preparation reverses the order: we find the weak spots before the buyer does, and you decide what to fix, what to explain and what to price in honestly.

What a buyer checks first

  1. Whether profit is backed by the accounts and bank statements.
  2. Whether there are hidden debts or disputed liabilities.
  3. Lease terms, licences and contracts with key customers and suppliers.
  4. Whether the business depends on the owner or on one or two people.
  5. What justifies the price you are asking.

What you get

An objective picture of the business through a buyer’s eyes, with a risk map.
An indicative value range and the arguments to defend it.
A fix-it plan: what to do before you approach buyers.
A structured data pack: what to disclose before an NDA and what after.
A list of likely buyer questions with prepared answers.
In package S2, support during due diligence requests and negotiations.

Stages of a business sale in Spain

A sale goes through the same stages whether you sell the business as a set of assets or the shares of an SL.

We work on preparation, valuation and the data pack, and support you afterwards — in negotiations and during the buyer’s review.

Seven stages of the deal

  1. Preparation — 3–12 months ahead: accounts, contracts, the business’s dependence on the owner.
  2. Valuation and price: a value range and arguments for the negotiation.
  3. Finding a buyer — you or a broker; before an NDA only anonymised information is disclosed.
  4. Letter of intent: price, deal structure, timing, exclusivity.
  5. The buyer’s due diligence: requests against the data pack and answers to questions.
  6. The agreement: a sale of SL shares is executed as a public deed before a notary; a sale of the business is an asset purchase agreement with transfer of the lease, licences and staff.
  7. Closing: payment, holdbacks and seller warranties, handover to the new owner.

Seller taxes: what to work out before the deal

What a seller keeps depends not only on the price but on what is sold and by whom: SL shares or the business as a set of assets, you personally, your company or a holding.

The deal structure is chosen before the letter of intent — it is hard to change afterwards.

We build the tax consequences of each option into the deal financial model together with your tax adviser; the tax calculation and returns stay with them.

What drives the seller’s tax

  1. You sell SL shares personally: the gain is taxed on the savings scale — 19% up to €6,000, 21% up to €50,000, 23% up to €200,000, 27% up to €300,000 and 30% above.
  2. For unlisted shares the price for tax purposes is no lower than net equity in the last closed year’s balance sheet and no lower than the average profit of three years multiplied by 5 (capitalised at 20%), unless you prove the price is at market value.
  3. Your holding sells shares it has owned for at least a year with a stake of at least 5%: 95% of the gain is exempt, about 1.25% tax. Details in the article "Holding company in Spain" on this page.
  4. The company sells the business (assets): the gain bears corporate tax — 19–25% in 2026 depending on turnover; the money stays in the company, and dividend tax is added when you pay it out.
  5. A self-employed owner sells the business: the gain on premises, equipment and goodwill is taxed on the savings scale, while selling stock counts as business income.
  6. Transferring a set of assets able to run the business on its own is outside VAT. If urban land is included, the seller pays the municipal plusvalía; there is none on a share sale.
  7. Price in instalments or with an earn-out: if the last payment falls more than a year after the sale, you can pay tax as the money comes in.
  8. Sellers over 65: the gain is exempt if the proceeds are put into a life annuity within 6 months — up to €240,000 over a lifetime.
  9. You do not live in Spain: non-resident tax of 19% on gains on shares; EU and EEA residents are exempt, except for companies that mainly hold Spanish real estate and stakes of 25% or more at any time in the last 12 months. Return: form 210 in the first 20 days of the month after the quarter of the sale.
Vladislav Panchenko, Founder and CEO of Finetic Consulting

Who prepares the business

Vladislav Panchenko

Founder and CEO of Finetic Consulting

Over 30 years of executive experience in corporate finance and operations at major corporations and banks with annual revenues exceeding $1 billion: financial management, strategic planning, risk management and corporate restructuring.

30+ years in financeMaster’s in EconomicsFinance MBA
About the team →

Packages

Package S1

Pre-sale diagnostic

7–12 hours of work
  • A 50–70 question checklist and documents for the last 12 months
  • 2–3 key contracts: lease, major customers
  • Revenue and costs for the year, express check of 3–5 metrics
  • 5–10 page report: the top 10 risks a buyer will see, 5–10 preparation steps, indicative price
  • Support — up to 1 hour within 7 days

Not included: data pack and no support in negotiations

Discuss package S1 →
Recommended
Package S2

Full seller-side protection

35–60 hours of work
  • Accounts for 2–3 years, key contracts and licences, staff and assets
  • Financial history, gaps and anomalies, risk matrix
  • Valuation by several approaches, including cash flow
  • Ready data pack: before and after the NDA
  • List of buyer questions with answers
  • 15–25 page report; support — up to 5 hours within 30 days

Not included: legal due diligence and no final sale and purchase agreement

Discuss package S2

We quote the price after the introductory call and a first look at the business.

How it works

Introductory call, 15–30 minuteswhat you are selling, timing, choice of S1 or S2
You send whatever you have — no special preparation. We fix the price, timing and deliverables
Week 1data collection, initial analysis and express check
Weeks 2–3in-depth analysis — risks, finances and contracts; report, data pack and arguments
Week 4consultations and final edits; after that, support within the package

What clients say

We came to Finetic Consulting for a business plan and financial model for our project IMSKIPPER.NET. We liked how quickly Vladislav prepares documents and how deeply he works them through. It is comfortable to work together: every question can be discussed at online meetings while the work is in progress.
Georgy Im, owner of IMSKIPPER · Translated from Russian.

What we do not do

  • We do not sell the business or look for a buyer: that is you or your broker, and we work alongside them.
  • We do not carry out legal due diligence or draft the final sale and purchase agreement — that is for lawyers.
  • We do not guarantee a sale or a price: the buyer decides. Our job is to make sure you negotiate on facts.

We'll answer your question; if your case needs a closer look — a 15–30 minute call: what you are selling, your timing and the right package. We quote the price after a first look at the business.

Prefer to pick a time right away?

Book a free 15–30 minute call with Vladislav Panchenko — choose a slot that suits you.

Frequently asked questions

When should I start preparing a business for sale?

Ideally 3–12 months before going to market. That leaves time to fix what lowers the price: tidy up the accounts, renegotiate contracts and reduce the business’s dependence on the owner.

How much does preparing a business for sale cost?

It depends on the size of the business and the package: the pre-sale diagnostic takes 7–12 hours of work, full seller-side protection 35–60 hours. We quote the exact price after the introductory call.

Will you find a buyer?

No, finding a buyer is down to you or your broker. We prepare the business and the arguments so the buyer cannot talk the price down, and we work alongside the broker.

What is a data pack?

A data pack is a structured set of documents and figures for buyers: accounts, contracts, key metrics and answers to standard questions. Part of it is disclosed before an NDA, part after.

How is sale preparation different from due diligence?

Due diligence is done by the buyer to find reasons to lower the price or walk away. Pre-sale preparation works the same way, but on your side and in advance: you learn about the weak spots before the buyer and have time to fix or explain them.

How does selling a business in Spain work?

Seven stages: preparation, valuation and price, finding a buyer, a letter of intent, the buyer’s due diligence, the agreement and closing. A sale of SL shares is executed before a notary; a sale of the business as assets is done by an agreement that transfers the lease, licences and staff.

What tax does the seller of a business pay in Spain?

It depends on the deal structure. A resident individual selling SL shares pays 19–30% on the gain on the savings scale; a holding with a stake of 5% or more held for a year pays about 1.25%; a company selling assets pays corporate tax of 19–25%, plus dividend tax when the money is paid out to you.

Is it better to sell SL shares or the business as assets?

For the seller, shares are usually better: tax is paid once — personally, or almost nothing through a holding. On an asset sale profit is taxed first in the company and again when paid out to you. Buyers, however, often prefer assets: the company’s debts and risks do not pass to them. So the structure is part of the negotiation, and it is worth working out before the letter of intent.

Can I pay tax on a business sale in instalments?

Yes, if you sell as an individual and the price is paid over more than a year, including an earn-out: the gain can be recognised as the payments fall due. It is your choice, made in the tax return.

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