How long does it take to sell a company: the 3 phases of the process
Tempo de leitura
8 minutes
Selling a company takes at least 9 months. There is no defined upper limit — more complex processes can take 18, 24 months or more. The timeline depends on the size and complexity of the company, the sector, the profile of the buyers involved, the depth of the due diligence and any required regulatory approvals.
Anyone who enters a process expecting to close in 3 months almost always ends up frustrated — or ends up accepting a price below what could have been achieved. The time involved in the process is not bureaucracy. It is the time required to build real competition among buyers and protect the seller.
Strong upfront preparation is the factor that most influences both timing and outcome. A well-prepared process not only shortens the following stages — it increases valuation.
The process is structured into 3 sequential phases. Each one has distinct objectives, its own pace and a direct impact on the final outcome.
Phase 1 — Preparation (behind the scenes). This is the quietest phase — and the most important one. It happens 100% internally, under full confidentiality. No buyer, supplier, employee or competitor knows the process has started. The work involves financial structuring (number reviews, EBITDA adjustments, balance sheet organization), construction of the investment thesis, preparation of presentation materials (teaser and information memorandum), mapping of potential buyers — strategic and financial, domestic and international — and definition of the process strategy. The quality of this phase is decisive for the final price. Weak preparation means a lower valuation. This is the moment when the entrepreneur can still make decisions calmly, before the market is involved.
Phase 2 — Roadshow and Negotiations. This is when the process gains momentum. The company begins to be presented to the universe of buyers selected in the previous phase — always under confidentiality. The initial contact is made through an anonymous teaser, without identifying the company. Only after signing an NDA does the buyer receive the full memorandum. Next come management presentations with qualified candidates, the receipt of NBOs (non-binding offers) — initial proposals indicating price and structure, without binding effect — and the selection of the buyers that will move forward. This selection may result in 1, 2 or more buyers advancing, with or without exclusivity — the strategy defines it, not a fixed rule. The decision is not based only on price: payment structure and post-deal conditions carry equal weight. A competitive process among multiple buyers is what creates real bargaining power for the seller.
Phase 3 — Diligence and Contracts. With the buyer or buyers selected in the previous phase, the most technical stage of the process begins. Due diligence covers the financial, tax, labor, legal and environmental dimensions — it is the buyer verifying what it is buying. In parallel, the definitive agreement is negotiated (the SPA, Share Purchase Agreement), with clauses such as representations and warranties, indemnification and earn-out when applicable. Then comes signing, any required regulatory approvals — CADE or sector-specific agencies for transactions that require them — and finally, closing: the moment when the money reaches the seller’s account. This is the phase in which the advisor protects the seller from abusive clauses.
The total timeline of the process is not fixed. See the main factors that accelerate or extend each phase.
Phase 1 — Preparation. The typical duration is 2 to 4 months. The timeline is most influenced by the quality and organization of the company’s financial information, as well as the complexity of the investment thesis.
Phase 2 — Roadshow and Negotiations. The typical duration is 3 to 5 months. The timeline is most influenced by the number of buyers in the process, the engagement of the candidates and the strategy adopted, whether competitive or bilateral.
Phase 3 — Diligence and Contracts. The typical duration is 3 to 6 months, or more. The timeline is most influenced by the depth of the due diligence, the complexity of the SPA and the need for regulatory approval, such as CADE or sector-specific agencies.
Estimated total. The process takes at least 9 months. The final duration depends on the complexity of the business, the regulated sector, the upfront preparation and the number of buyers involved.
One of the main concerns of an entrepreneur who starts considering a sale is: “will people know I am selling?”. In Phase 1, the answer is no. All the work is internal. The entrepreneur, the shareholders and the advisor build the business narrative together, organize the numbers and map the ideal buyers — with no exposure to the market.
This preparation period is where the company’s value is defined. Poorly adjusted EBITDA, a weak investment thesis or a generic memorandum reach the market and produce an average outcome. Strong upfront preparation is the difference between an average valuation and an exceptional one. Negotiation does not save a poorly prepared deal.
The buyer mapping done at this stage also matters. The best buyer for your company is often not the most obvious one. Advisors with global coverage — and experience bringing international buyers to Brazil — expand the universe in a meaningful way.
A well-run sale process is conducted under strict confidentiality from beginning to end. Employees, clients, suppliers and competitors should not know. Information leaks harm valuation, create internal anxiety and give an advantage to the party on the other side of the table.
In Phase 2, the first contact with buyers is made through an anonymous teaser — a document that describes the business profile without revealing the company’s name. Only after signing an NDA (non-disclosure agreement) does the buyer receive more detailed information. A competitive process and confidentiality are not opposites: it is possible — and necessary — to have both at the same time.
igc partners has represented only sellers for 29 years — a transaction with no conflict of interest. Across more than five hundred sell-side deals, the pattern observed is consistent: well-prepared processes produce better outcomes, regardless of timeline. There is no shortcut that replaces a strong Phase 1.
The process at igc partners is led by partners from beginning to end. It is not a junior team managing the mandate. It is partner-led, owner to owner. The firm has 35 partners, with offices in São Paulo and Miami and global coverage — over the last year, the firm brought 12 international buyers new to the Brazilian market.
This is the differential that igc partners brings together: the infrastructure and global reach of a large platform, with the deep sector specialization and proximity to the entrepreneur of a boutique. Investment banks have scale and broad infrastructure. M&A boutiques tend to have more present partners and a more concentrated sector focus. igc partners combines both dimensions — and is exclusively sell-side.
It can happen without hurting the price, as long as two conditions are present: the company was already well prepared — with Phase 1 at an advanced stage when the mandate begins — and the buyer is engaged, usually a strategic buyer that has already studied the sector or a financial buyer with a ready thesis. When both conditions are present, the process can close in less time without compromising value. What reduces price is not the short timeline itself — it is a poorly prepared process or insufficient buyer competition.
NBO stands for non-binding offer — the buyer’s initial proposal indicating price and structure, without binding effect. It appears at the end of Phase 2, after the management presentations. Based on the NBOs received, the seller selects the buyers that will move to the next stage — it can be 1, 2 or more, with or without exclusivity, depending on the process strategy. The selection is not based only on price: payment structure and post-deal conditions carry equal weight.
The main factors are: due diligence findings that reveal issues not mapped during preparation (which require renegotiation), companies in regulated sectors that need approval from CADE or sector-specific agencies, financial buyers with longer internal approval processes, and the negotiation of complex SPA clauses. In all these cases, solid upfront preparation reduces the risk of surprises and shortens the time required to resolve them.
The three phases are similar, but execution varies. Investment banks have scale and broad infrastructure. M&A boutiques tend to have deeper sector specialization and partners leading the process directly. igc partners is unique in the Brazilian market because it combines both dimensions — infrastructure and global coverage, with 35 partners, offices in São Paulo and Miami and 12 international buyers new to the Brazilian market over the last year, together with deep sector specialization and partners on the front line from beginning to end. Owner to owner.
In Phase 1, no one outside the company knows — it is 100% internal work. In Phase 2, only buyers that have signed the NDA have access to company information. Employees, clients, suppliers and competitors should not know during the process. A well-run competitive process maintains strict confidentiality from beginning to end. Information leaks harm valuation and give an advantage to the party negotiating on the other side.
By Murilo Oliveira — Partner, igc partners
