Making Your Business Sellable: The Three-Year Checklist

Quick answer. A company is prepared for sale around three years ahead. During that window, four workstreams set the final price: securing recurring revenue, restating and cleaning up the accounts, reducing owner dependence and tidying the legal and social position. A buyer pays for a track record proven across three financial years, never for a promise.

An acquirer — an individual buyer, a group or an investment fund — does not buy an intention. They buy a numbered track record, a trend and a probability of future cash flows. Three consistent financial years are the minimum needed to demonstrate that regularity, to turn around a business that has slipped, or to prove that a new offering delivers.

Preparing too late creates an unfavourable asymmetry: a buyer quickly senses a company "rushed to market" and uses it as a price argument. The longer and quieter the preparation, the more defensible the valuation. Before launching these workstreams, we recommend running the six core pre-transfer diagnostics to establish an objective baseline.

Recurring revenue is the strongest signal for a buyer: it measures the likelihood that customers will stay after the seller leaves. We track a few simple indicators over the three years before the sale.

Recently, an IT services company engaged us when 40% of its revenue depended on a single major account. Over two financial years, we supported commercial diversification and built a dedicated team: that client's share fell to 18%. At the sale, this de-concentration supported a higher price, because it removed the fear of an abrupt loss after the deal.

A buyer never relies on the raw accounting result. They "restate" it to isolate recurring profitability: they neutralise exceptional charges, the owner's personal expenses and any gap between owner pay and the market. Anticipating these restatements prevents them from being discovered during due diligence and used as a discount lever.

The goal is not to dress up the accounts but to present durable, documented and defensible profitability. Well-kept books, sound valuation methods and a clear restatement file shorten due diligence and limit price-adjustment requests.

When customer relationships, decisions and know-how rest on the owner alone, the buyer applies a "key-person" discount. Reducing it means delegating, training an operational deputy, documenting procedures and signing commercial relationships in the company's name rather than the person's. This topic is so decisive that we devote a dedicated guide to reducing owner dependence and the key-person discount.

The final stretch is also prepared on legal ground. Three years are enough to fix things without haste:

1. Bylaws and governance: up-to-date bylaws, a maintained share transfer register, documented minutes and delegations of authority.
2. Contracts: removal of dangerous clauses (change-of-control, unbalanced exclusivities) and intellectual property registered in the company's name.
3. Social: filings up to date, compliant employment contracts, properly constituted staff bodies above 50 employees, gender-equality index published.
4. Personal tax: modelling of capital gains tax and useful structures, such as the contribution-sale holding framework under Article 150-0 B ter, which is prepared well in advance.

To make the approach concrete, here is a typical sequence we adjust to each situation.

This timeline is not fixed: a declining business needs the first year for turnaround, while an already structured company can focus on tax and marketing. The key is to run the four workstreams in parallel, as they feed one another: reliable accounts ease valuation, reduced dependence makes the trajectory credible, and a clean legal position speeds up due diligence.

What if you only have twelve months?#

A short preparation is still useful, provided you prioritise. We then focus on three high-impact, fast levers: isolating and documenting profit restatements, securing key customers by contract, and preparing a complete data room. These actions do not remove the discount tied to heavy dependence, but they avoid bad surprises during due diligence and shorten the timeline. Selling with no preparation almost always means negotiating from weakness.

SME losing momentum. If activity declines, three years are needed to restore the trend: renegotiating key contracts, cutting fixed costs and launching a new offering with early proof of traction.

Founder-dependent service business. The central issue is proving that customers follow the team, not the person. Building a middle-management layer is the priority.

Single-shareholder company or real-estate assets. Whether to hold the premises inside the company or in a dedicated structure must be settled early, as it changes the scope and the price of the sale.

• Heavier capital gains tax. Since the 2026 Social Security Financing Act, social levies on securities capital gains reach 18.6%, taking the flat tax to 31.4%. Tax modelling must reflect this rate.
• Tight buyer financing. Credit access remains demanding: a file showing predictable cash flows helps the buyer secure funding and shortens the timeline.
• Documentation expected earlier. Buyers ask for structured data upstream; careful preparation avoids the "improvised file" effect.

We regularly support owners in preparing their sale. The finding is consistent: those who start three years ahead sell at the hoped-for price, or better; those who decide in a hurry negotiate from weakness. Preparation is not a pile of administrative tasks; it is a change of viewpoint — answering, with figures in hand, the only question that matters to a buyer: what will remain solid once the owner has gone?

Our role as chartered accountant and statutory auditor is precisely to make that value objective: strengthen the accounts, document restatements and build a file that due diligence cannot weaken. Supporting a transfer is among the recognised missions of an accountant registered with the Ordre, alongside the owner and their legal counsel.

A final point deserves attention: discretion. Preparation run too visibly can unsettle the team and alert competitors. We present these workstreams as a structuring and performance effort — which they also are — and keep information about the sale project to a small circle until going to market. This caution protects the value that three years of work have patiently built.

Hayot Expertise advice. Audit your company as an outside buyer would, then launch the four workstreams in parallel, not one after another. If you are aiming to sell in 2028 or 2029, preparation starts today. We can frame this plan and follow it through to signing.