Business sale calendar: an 18-month roadmap

Quick answer. A well-run SME sale takes about 18 months to prepare: M-18 cleaning up the accounts, M-15 valuation, M-12 buyer search, M-6 letter of intent, M-3 due diligence, M-0 closing. The capital gain stays taxable in the year of the sale; planning the roadmap protects the price and the owner's peace of mind.

Selling your business is not an event, it is a project. Deals run in a hurry are costly: a discount on the price, poorly calibrated conditions precedent, a tax bill suffered rather than anticipated. Conversely, an owner who starts 18 months ahead arrives in a position of strength, with clean accounts and a well-argued valuation.

At Hayot Expertise, a firm registered with the Île-de-France Order of Chartered Accountants, we treat a sale as a genuine project to be steered, with a structured roadmap. Here is the framework we recommend, step by step, to steer the whole sale project end to end.

The length of a sale depends on size, sector and the quality of the accounts. For an SME, 12 to 24 months between the decision and closing is realistic. The 18-month roadmap gives time to fix weak spots before a buyer discovers them.

Three levers justify this lead time:

• Tax timing. Some schemes must be set up in advance. The retiring-director relief (article 150-0 D ter of the CGI, 500,000 euros, extended to 31/12/2031) requires holding-period and cessation-of-duties conditions to be organised. A pre-sale gift under a Dutreil pact is secured more than two years before the deal.
• Accounting timing. Cleaning up the accounts, removing personal expenses, documenting contracts: none of this is done in a few weeks without alerting the market.
• Market timing. Finding the right buyer, qualifying them and negotiating takes months, especially under confidentiality.

Our view#

The roadmap is not a straitjacket, it is a negotiation tool. The owner who controls the calendar sets the pace; the one who suffers from urgency accepts concessions. The closing date must also account for the year the capital gain is taxed: signing on 2 January rather than 28 December changes the taxable year.

Here is the operational sequence we run with our selling clients.

1. M-18: audit and clean up the accounts. We rework the accounting, remove the owner's personal expenses, and document leases and contracts. A compilation engagement (professional standard NP 2300) ends with an attestation that gives the figures credibility with the buyer. It is also the time to clean up the accounting upstream with a unified tool.
2. M-15: value the business and set the target price. We combine several methods to build a defensible valuation and a price range. It is also the moment to value the business using three methods.
3. M-12: information memorandum and buyer search. Drafting a factual document, targeted distribution under a confidentiality agreement, qualifying candidates on their financing capacity.
4. M-6: shortlist and letter of intent (LOI). Signing a pre-contractual document setting the indicative price, scope and exclusivity. This is when the prior employee information is triggered, under the regime in force at the sale date.
5. M-3: due diligence and share purchase agreement. The buyer audits; in parallel, negotiation of the SPA and the representations-and-warranties clause (GAP).
6. M-0: conditions precedent and closing. Signing the final deed, transferring the shares or the business, payment and handover.

Roadmap dashboard#

The capital gain remains taxable in full in the year of the sale, whatever the payment terms. A seller's credit does not defer the tax trigger (BOFiP BOI-RPPM-PVBMI-30-10-10). The seller must therefore have the cash to pay the tax, even if the price is collected in several instalments.

The tax-payment spreading scheme (article 1681 F of the CGI) exists for small businesses with fewer than 50 employees whose total balance sheet or turnover does not exceed 10 million euros, under conditions (sale of the majority of the capital, recovery guarantees). It applies to the payment, until 31 December of the fifth year after the sale, not to the tax base. To anticipate the tax on the capital gain, this calendar must be set as early as M-15.

The underestimated risk#

The transfer of liabilities. A share sale means taking over the company with its hidden liabilities (litigation, tax reassessments, social debts), hence the importance of the GAP. A business (fonds de commerce) sale only carries the assets of the business, but exposes the price to an escrow and to creditors' opposition. This choice shapes the whole roadmap: you must arbitrate between selling the business assets and selling the shares from the valuation phase.

• Remove personal expenses and benefits from the result at least two financial years ahead.
• Secure the commercial lease and renew key contracts.
• Gather up-to-date articles, minutes and the register of beneficial owners.
• Map hidden social and tax liabilities before due diligence.
• Anticipate the year the capital gain is taxed and the available exemptions.
• Prepare the prior employee information under the regime in force at the sale date.
• Define the owner's role after the sale (handover, earn-out, departure).

The owner who stays on after the sale. If an earn-out actually pays for the future activity of the seller who remains in post, the tax authority may reclassify it as salary. Mere presence is not enough, but a complement indexed to the director's personal performance is at risk.

The pre-sale gift. Transferring part of the shares to the children before the sale, under a Dutreil pact, is prepared more than two years ahead (collective commitment of 2 years, then individual). It is a point to arbitrate from the start of the roadmap, with dedicated support for business transfers.

Watch points 2026#

• The prior employee information changes with law no. 2026-403 of 26 May 2026. For sales concluded up to and including 25 July 2026, direct and individual information of employees applies in businesses with fewer than 250 employees, with a 2-month notice before the sale. For sales concluded from 26 July 2026, direct information is limited to businesses with fewer than 50 employees, with the notice reduced to 1 month; for businesses with 50 to 249 employees, information goes through the works council (CSE).
• The retiring-director relief (150-0 D ter) and the article 238 quindecies exemption (from 500,000 to 1 million euros) have precise conditions to validate case by case.
• The closing date determines the taxable year of the gain: to be arbitrated at the end of the roadmap.

Recently, an SME owner approached us six weeks before a closing already agreed with a buyer. The accounts mixed personal and business expenses, and no exemption had been anticipated. The cleaning-up work had to be done in a hurry, under the eyes of the buyer's auditor, which weakened the seller's position in the final negotiation. Starting 18 months earlier would have avoided this.