Question 1

How long does the process take from start to finish?

Accepted Answer

On average, between 2 and 6 months, depending on the complexity of your file and how quickly you can provide the documents. The main stages are: initial contact and NDA (1 week), preliminary analysis (2-3 weeks), LOI and exclusivity period (1 week), due diligence (4-8 weeks), final negotiation and signing of the SPA (2-4 weeks).

Question 2

Will my employees be informed during the process?

Accepted Answer

No, not until you decide to tell them. The entire process remains strictly confidential until the SPA is signed. Only once the legal completion is done do we prepare the announcement to your teams together, deciding on the right moment, the right message and how involved you want to be in that announcement.

Question 3

What is an NDA?

Accepted Answer

An NDA (Non-Disclosure Agreement) is a legally binding confidentiality agreement. It protects your sensitive information throughout the business transfer process. Before receiving any of your financial or strategic documents, we always sign an NDA that prohibits us from disclosing any information to third parties without your explicit agreement.

Question 4

What is an LOI?

Accepted Answer

An LOI (Letter of Intent) is a pre-contractual document in which we formally express our interest in acquiring your business. It sets out the broad outline of the transaction: indicative price, payment structure, exclusivity period and next steps. It is not yet a definitive commitment, but a serious basis for negotiation. The LOI marks the start of the exclusivity phase, during which we carry out due diligence to finalise the transaction.

Question 5

What is due diligence?

Accepted Answer

Due diligence is the in-depth review we carry out before finalising the acquisition. We analyse in detail your accounts, customer and supplier contracts, and your legal, tax and employment position. The aim: to confirm that reality matches what was presented to us, and to identify any risks to anticipate.

Question 6

What is an SPA?

Accepted Answer

The SPA (Share Purchase Agreement) is the definitive sale contract. It is the legal document that formalises the transfer of ownership of your business. It sets the final price, the warranties, the payment terms, the transition period and all the conditions agreed between us.

Question 7

How is the price of my business calculated?

Accepted Answer

We cross-check several valuation methods: EBITDA multiple (earnings before interest, taxes, depreciation and amortisation), net asset value, discounted future cash flows, and market comparables. The final price depends on profitability, the stability of the business, the quality of the team and the growth potential.

Question 8

What is EBITDA?

Accepted Answer

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation) is a key indicator of financial performance. It measures your operating profit before financing costs, taxes, depreciation and amortisation. It is the benchmark metric for assessing the true profitability of your business — and therefore for determining the value of your company.

Question 9

What is an earn-out?

Accepted Answer

An earn-out is a portion of the sale price that is conditional on the future performance of the business. In practice: you receive part of the price at signing, and the balance is paid later if certain targets (revenue, EBITDA, etc.) are met. It is a mechanism that can reassure the buyer while allowing you to maximise the price if the business performs well after the sale.

Question 10

What is a vendor loan?

Accepted Answer

A vendor loan means that you agree to receive part of the sale price as instalments spread over time, rather than all at once. It is a financing tool that makes the transaction easier, especially if the buyer does not have immediate access to 100% of the amount. It can also be a sign of mutual confidence in the continuity of the business.

Question 11

Can the price change after the LOI?

Accepted Answer

Yes, but only if due diligence reveals material items that had not been disclosed (hidden liabilities, undeclared disputes, incorrect accounts, etc.). If everything matches what was presented to us, the price stated in the LOI remains unchanged until the SPA is signed. Our aim is transparency from the outset to avoid any unpleasant surprises.

Question 12

What is an exclusivity period?

Accepted Answer

It is a phase during which you undertake to negotiate only with us, while due diligence and the legal documentation are finalised. This allows us to invest time and resources in reviewing your business without the risk of you selling to another buyer in the meantime. This period generally lasts between 60 and 90 days.

Question 13

What happens if due diligence reveals a problem?

Accepted Answer

If a minor issue is identified (for example, a poorly documented contract or an old tax liability), we look for a solution together — a price adjustment, a warranty retention, or a correction before closing. If a major issue arises (significant hidden liability, fraud), we may renegotiate the price or, in extreme cases, halt the process. The aim is always transparency and fairness.

Question 14

What is a non-compete clause?

Accepted Answer

It is a clause in the sale contract that prohibits you from setting up or joining a competing business for a defined period (generally 2 to 5 years) within a given geographical area. The aim: to protect the buyer against the risk of you setting up a similar business right after the sale. This clause is negotiable and is often financially compensated.

Question 15

How long do I need to stay on after the sale?

Accepted Answer

This is negotiated case by case, depending on the complexity of your business and your operational role. As a rule, we ask for a minimum of 3 to 12 months to support the new managing director, hand over your key relationships and ensure a smooth transition. In some cases, this period can extend over several years if that better suits your situation and the needs of the business.

Question 16

What are warranties and indemnities (liabilities guarantee)?

Accepted Answer

Warranties and indemnities are a legal undertaking you give as the seller to guarantee to the buyer that the accounts and the information provided are accurate. If an undisclosed liability comes to light after the sale (hidden debt, overlooked dispute, etc.), you could be required to compensate the buyer, unless warranty insurance has been taken out to cover that risk.

Question 17

Who pays the notary and advisory fees?

Accepted Answer

As a rule, each party pays for its own advisers (lawyers, tax specialists, auditors). The notary fees for the deed of sale are usually shared or borne by the buyer, depending on the negotiation. In any event, these arrangements are clarified at the LOI stage to avoid any ambiguity.

Frequently asked questions about selling a business in French-speaking Switzerland

Before selling