How Long Does Selling an SME in French-speaking Switzerland Really Take?

It is one of the first questions business owners ask themselves when they consider selling their company: how much time will I have to devote to this process? The honest answer is that it depends enormously on the route you take. Between a traditional sale through an intermediary and a direct sale to an already identified buyer, the difference can be a factor of four.

In this article, we detail the main stages of an SME sale in French-speaking Switzerland, the realistic timelines for each, and the factors that can speed up — or considerably slow down — your business transfer project.

The reality of timelines: a sale often takes longer than you think

Many business owners underestimate how long a sale takes. You sometimes hear of transactions wrapped up in a few weeks. In practice, for a standard-sized SME in French-speaking Switzerland — between 5 and 50 employees, with revenue of CHF 1 to 20 million — timelines are significantly longer.

Through a traditional intermediary (fiduciary, M&A adviser, broker): expect between 12 and 24 months. This timeline includes preparing the file, searching for buyers, negotiations and legal completion.

Through a direct introduction to a targeted buyer: the process can come down to 3 to 6 months, provided both parties are serious and well advised.

Let us now look at why these timelines add up, step by step.

The key stages of an SME sale and their realistic timelines

1. The preparation phase: 1 to 6 months

Before you even start looking for a buyer, any serious sale requires a preparation phase. It is often the most neglected phase — and yet one of the most decisive for what follows.

This stage generally includes:

• Carrying out a business diagnostic (financial, operational, human)
• Establishing a realistic and defensible valuation
• Drafting an information memorandum (or teaser) for potential buyers
• Putting accounting, legal and contractual documents in order
• Thinking through the terms of the sale (price, structure, post-sale support)

If your accounts are up to date, your contracts well documented and your dependence on the owner-manager limited, this phase can be brought down to one month. Otherwise, it can stretch to six months or more.

2. Getting in touch with buyers: 2 to 12 months

This is where timelines diverge most sharply depending on the method chosen.

Through an intermediary: the sale adviser circulates the file (often anonymously) to a network of potential buyers. Allow several weeks to draft the teaser, several months to identify and qualify serious candidates, and then more time to organise the first meetings. This phase rarely takes less than 3 months, and often between 6 and 12 months.

Through a direct introduction: if the buyer is already identified — a competitor, an acquirer from the sector, or a buyer who contacted you through a specialised platform such as Vendre-Entreprise.ch — this phase is virtually non-existent. You move straight on to the next stage.

3. Signing the NDA and initial discussions: 1 to 4 weeks

Once a potential buyer has been identified, the first formal step is signing a confidentiality agreement (NDA — Non-Disclosure Agreement). This document protects the seller during preliminary discussions.

Then come the first meetings: presentation of the company, a visit to the premises, discussions about the buyer's vision. This phase generally takes 2 to 4 weeks if both parties are responsive.

4. The letter of intent (LOI): 2 to 6 weeks

If there is a good rapport and the broad outlines of the transaction are taking shape, the buyer submits a letter of intent (LOI) — sometimes called a term sheet or indicative offer. This non-binding document sets out:

• The proposed price (or price range)
• The envisaged structure (purchase of shares or assets)
• The conditions precedent
• A possible exclusivity right during due diligence

Negotiating the LOI generally takes 2 to 4 weeks. It is a critical moment: a poorly drafted LOI can create conflicts much later in the process.

5. Due diligence: 4 to 12 weeks

Due diligence (or acquisition audit) is the stage during which the buyer — generally supported by legal and financial advisers — examines the whole company in detail. It covers:

• Financial aspects: balance sheets, income statements, cash position, debts
• Legal aspects: contracts, ongoing disputes, articles of association, intellectual property
• HR aspects: employment contracts, collective agreements, key dependencies
• Operational aspects: processes, suppliers, main clients
• Tax aspects: VAT position, deferred taxes, any disputes

For a well-prepared SME, due diligence takes between 4 and 6 weeks. If problems arise — missing documents, non-compliant contracts, concentrated client dependencies — it can stretch to 3 months or more, or even block the transaction entirely.

6. Negotiation and drafting of the SPA: 4 to 8 weeks

Once due diligence is complete, the findings of the audit may lead the buyer to renegotiate the price or ask for additional warranties. Then comes the drafting of the final sale agreement (SPA — Share Purchase Agreement or Asset Purchase Agreement).

This document is complex: it governs the warranties and indemnities (W&I), the conditions precedent, any earn-out clauses, and the transition arrangements. The back-and-forth between the two parties' lawyers typically takes 4 to 6 weeks.

7. Closing: 1 to 3 weeks

The closing is the final stage: final signing, transfer of funds, handing over the keys (literally and figuratively). If the contract is well prepared and the buyer's financing is in place, this phase is settled in 1 to 2 weeks.

In some cases, particularly when the buyer needs to arrange bank financing or obtain regulatory approvals, closing can take an additional month.

What slows down an SME sale in French-speaking Switzerland

Several factors can significantly lengthen timelines:

• Insufficiently documented accounts or unaudited financial statements
• Heavy dependence on the owner-manager (if everything rests on you, the buyer will hesitate)
• An unrealistic valuation that drives serious buyers away
• Client or supplier contracts that cannot be assigned without prior consent
• No confirmed financing on the buyer's side at the LOI stage
• Disagreements over warranties (W&I) at the end of the process
• An inexperienced buyer who discovers the complexity of the process along the way

What speeds up a sale: the key is preparation and the buyer

Conversely, several conditions make it possible to significantly reduce timelines:

• A well-prepared company, with up-to-date documents and a data room ready
• An experienced buyer who knows the process and has financing in place
• A valuation in line with the market, which avoids endless negotiations
• Responsive advisers on both sides (lawyer, fiduciary, M&A adviser)
• A directly identified buyer, with no lengthy prospecting phase

This last point is particularly important. A direct introduction to a qualified buyer is the most powerful lever for shortening a sale process. When a serious seller and buyer are brought together from the outset, the prospecting and qualification phases disappear, and closing can be reached in 3 to 6 months.

Sale through an intermediary vs direct sale: a comparison in figures

Here is a summary overview of timelines for the two main approaches:

• Through a traditional intermediary: 12 to 24 months on average, with a long prospecting phase and significant fees (often 3 to 5% of the sale price)
• Through a direct sale to an identified buyer: 3 to 6 months, with reduced costs and greater control of the timetable by the business owner

Selling through an intermediary remains relevant when you have no buyer in sight and time on your side. On the other hand, if you already have a qualified contact, or if you wish to sell your company quickly for personal or health reasons, the direct route is often more suitable.

Conclusion: anticipate, prepare, and choose the right method

Selling an SME in French-speaking Switzerland is a project that deserves careful planning. The average timeline ranges from 12 to 24 months through an intermediary, but can be brought down to 3 to 6 months in a well-prepared direct sale.

The key to success — and to speed — comes down to three factors: a prepared company, a serious buyer identified upfront, and competent advisers to secure the transaction without slowing it down unnecessarily.

If you run an SME in French-speaking Switzerland and are considering a sale in the coming months, start preparing today — even if you are not yet 100% decided. It is this preparation that will make all the difference when the time comes.