How to sell your business in Switzerland: complete guide to succeed at every stage

Business succession in Switzerland, a major challenge

Business succession represents a major strategic challenge for the Swiss economy. With an ageing entrepreneurial population and thousands of SMEs created in the 1980s-1990s, the sales market is experiencing unprecedented momentum.

The stakes are considerable: a poorly prepared succession can lead to significant loss of value, or even the complete disappearance of viable businesses. Conversely, a well-orchestrated business sale not only valorises years of work, but also ensures the sustainability of the activity, preserves jobs and transfers expertise.

For SME owners, this stage often represents the realisation of their most important professional asset. This is why it is essential to approach this process methodically, relying on best practices and the expertise of professionals specialising in SME sales.

Entrepreneurs who succeed in their succession share one thing in common: they have anticipated and structured their approach, following a proven process that maximises their chances of success.

Why sell your business: identifying the right time

The decision to sell your business can be motivated by numerous factors, both personal and strategic. Among the most common reasons are:

• Retirement: the main motivation for the majority of Swiss sellers

• Career change: the desire to start a new project or change direction

• Market opportunities: favourable economic conditions or an attractive purchase offer

• Personal difficulties: health problems, divorce, or changes in family circumstances

• Market evolution: digital transformation, sector consolidation or new regulations

Timing plays a crucial role in the success of a sale. Selling at the right time can make the difference between optimal valuation and a disappointing transaction. Several factors must be taken into account:

On a personal level, it is important to anticipate sufficiently so as not to be forced to sell urgently. Preparation of 1 to 2 years before the sale allows you to optimise value and approach negotiations calmly.

On an economic level, market cycles, the health of your sector and your company's recent performance directly influence attractiveness and valuation. A growing company with solid prospects will always sell better than a declining business.

To identify whether it is the right time for you, consult our detailed article on the 5 signs that show it's time to sell your business.

Step 1: Prepare your business for sale

Preparation is the most critical phase of the business sale process. It largely determines the final value and attractiveness of your company to potential buyers.

Ideally, this preparation should begin 1 to 2 years before the actual sale. This timeframe may seem long, but it allows you to optimise all aspects of the business and correct weaknesses that could deter buyers or justify a significant discount.

Preparation rests on four essential pillars that we will detail:

Optimise financial health

Buyers examine the financial performance of the business as a priority. Your last three financial years must tell a coherent and positive story.

Start by cleaning up your accounts: eliminate personal expenses that pass through the business, clarify transactions with related parties, and ensure that your accounting faithfully reflects the economic reality of your activity.

Work on improving profitability: identify levers to increase margins, reduce superfluous costs, and optimise your working capital. A company with growing EBITDA and healthy margins will be much more attractive.

Reduce personal dependencies: if your remuneration is abnormally high or low, normalise it gradually. Buyers must be able to easily project future management costs.

Particular points of attention:

• Ensure that your customer receivables are up to date and recoverable

• Optimise your stock levels to avoid overstocking or obsolescence

• Clarify all off-balance sheet assets and liabilities

• Prepare realistic financial forecasts for the next 3 years

Structure the organisation and processes

A buyer seeks a business that can function without depending exclusively on the current owner. This is a determining criterion in valuation and transaction feasibility.

Start by documenting your key processes: production, sales, customer service, administration. This documentation will facilitate the transition and reassure buyers about their ability to maintain performance.

Strengthen your management team: if you are alone at the helm, consider promoting or recruiting executives capable of taking over. A solid and autonomous team significantly increases the value of your business.

Reduce dependence on the owner by gradually delegating operational responsibilities. If you are the only one holding key customer relationships or technical expertise, your business will be difficult to sell or heavily discounted.

Organisational checklist:

• Clear organisational chart with defined responsibilities

• Documented operational procedures

• Modern IT systems and management tools

• Accessible knowledge base and technical documentation

• Up-to-date employment contracts for all key employees

Update legal aspects

Legal aspects are scrutinised carefully during due diligence. Any irregularity or grey area can cause the transaction to fail or justify a significant price reduction.

Check and update all your important contracts:

• Customer contracts: ensure they are transferable and do not contain problematic clauses

• Supplier contracts: check conditions and possibility of transfer

• Employment contracts: compliance with Swiss labour law, non-compete clauses

• Commercial leases: remaining duration, transfer conditions, renewal options

Regularise all legal aspects: operating licences, regulatory compliance, ongoing litigation, professional insurance. Any unresolved problem will be discovered during due diligence and used to negotiate the price down.

Protect your intellectual property: registered trademarks, patents, copyrights, domain names. These intangible assets can represent a significant part of your company's value.

Essential legal documents to prepare:

• Up-to-date company articles of association

• Share register and list of shareholders

• Minutes of general meetings for the last 3 years

• Complete list of all current contracts

• Documentation relating to intellectual property

• Regulatory compliance certificates

Anticipate buyers' questions

Experienced buyers will ask pointed questions about all aspects of your business. Anticipating these questions and preparing clear and documented answers will allow you to negotiate from a position of strength.

Prepare for due diligence by identifying in advance points that could raise questions: customer concentration, dependence on a single supplier, potential litigation, high staff turnover, etc.

For each weakness identified, prepare a rational explanation and, if possible, an action plan to remedy it. It is better to be transparent about challenges and show how they can be overcome, rather than concealing them and losing the buyer's trust.

Anticipate common objections:

• "Why would customers stay after your departure?"

• "How can performance be maintained without your expertise?"

• "What are the risks of competition from you?"

• "Why are you selling now?"

Prepared and convincing answers to these questions will greatly facilitate negotiations. To avoid the most frequent pitfalls, consult our guide on the 7 mistakes to avoid when selling an SME.

Step 2: Value your business realistically

Business valuation is one of the most delicate aspects of the sales process. Too high a valuation will drive away serious buyers, whilst too low a valuation will cost you money.

In Switzerland, several valuation methods are commonly used:

The EBITDA multiple is the most widespread method for SMEs. It consists of applying a multiplier coefficient (generally between 3 and 7 for Swiss SMEs) to earnings before interest, tax and depreciation. This multiple varies according to sector, size, growth and quality of assets.

The discounted cash flow method (DCF) projects the company's future flows and discounts them to their present value. More sophisticated, it is mainly used for medium to large companies with reliable projections.

Asset value (or substantive value) evaluates the company's net assets. This method is relevant for companies holding significant assets (property, equipment) but often generates conservative valuations for service companies.

Several factors influence the value of your business:

• Sector of activity: certain sectors (technology, health) benefit from higher multiples

• Growth: a growing company is worth significantly more than a stagnant one

• Customer diversification: a broad and loyal customer base reduces risk and increases value

• Market position: leadership, sustainable competitive advantages, barriers to entry

• Management quality: solid team, structured processes, low dependence on owner

• Future prospects: identifiable and realistic growth opportunities

To obtain a first professional estimate of your company's value, Leez offers a free and confidential valuation tool. This preliminary assessment will give you a realistic range to prepare your negotiations and adjust your expectations.

Step 3: Create a professional presentation file

The sales file is your main marketing tool to attract and convince potential buyers. It must be both attractive and informative, whilst preserving confidentiality until a serious buyer comes forward.

The file generally consists of two documents:

The teaser (or anonymous profile) is a one to two-page document that presents the opportunity without revealing the company's identity. It must generate interest by highlighting strengths: sector, region, key figures (turnover, EBITDA), headcount, years of existence, reasons for sale.

The presentation memorandum (or information memorandum) is a detailed document of 15 to 30 pages provided only to qualified buyers who have signed a confidentiality agreement. It contains:

• Company presentation: history, mission, values, legal structure

• Activities and offering: detailed products/services, value proposition, differentiation

• Market and positioning: market size, trends, competition, market shares

• Key figures: evolution of turnover and profitability over 3-5 years, margins, financial ratios

• Customers: typology, distribution, retention rate, recurring contracts

• Team: organisational chart, key profiles, seniority, skills

• Operations: processes, suppliers, infrastructure, technologies

• Growth opportunities: new markets, products, possible optimisations

• Transaction conditions: price range, envisaged terms, transition period

Tips for an attractive file:

• Adopt a professional but accessible tone, avoid excessive jargon

• Use visuals (graphs, photos, diagrams) to facilitate understanding

• Be transparent about challenges whilst highlighting solutions

• Emphasise development opportunities for the buyer

• Have the file reviewed by an external adviser to identify weaknesses

Checklist of additional documents to prepare:

• Annual accounts for the last 3 financial years

• Recent interim statements

• Financial forecasts

• List of main assets

• Detailed organisational chart

• Main contracts (customers, suppliers, leases)

• Marketing documentation (website, brochures, references)

Step 4: Find the right potential buyers

Identifying and approaching the right buyers is crucial to maximise your chances of concluding a satisfactory transaction. Not all buyers are equal: some will be more motivated, others better financed, still others more aligned with your vision.

There are several types of potential buyers:

Individual buyers seek to acquire a business to run it themselves. Often experienced executives or entrepreneurs, they particularly value companies with a solid team and established processes. They may need bank financing, which sometimes lengthens the process.

Competitors or sector players seek synergies: broadening the offering, access to new customers, economies of scale. They may pay a premium but confidentiality is critical during initial approaches.

Financial investors (family offices, investment funds) seek profitable companies with growth potential. They often bring significant capital but may have high requirements in terms of governance and reporting.

Management buyout (MBO) consists of selling to your current management team. This option ensures excellent continuity but may require creative financing (vendor loan, earn-out).

Search channels to find buyers:

Professional networks: your personal network, chambers of commerce, professional associations. Discreet but limited in reach.

Specialist advisers: business brokers, M&A advisers, fiduciaries. They have networks of qualified buyers but charge commissions.

Dedicated digital platforms: modern and effective solution to reach a wide audience of qualified buyers whilst preserving confidentiality.

Leez positions itself as the Swiss reference platform for connecting sellers and buyers. With a secure process, profile verification and advanced confidentiality tools, Leez allows you to maximise your exposure to serious buyers whilst controlling the dissemination of sensitive information.

The platform offers several key advantages:

• Access to a qualified network of active buyers in Switzerland

• Total preservation of confidentiality until signing an NDA

• Structured process that filters out non-serious buyers

• Digital tools to manage requests and documentation

• Support from business succession experts

To learn more about the complete solution, consult our presentation article: Leez.ch: The Swiss reference platform for successful business succession.

Step 5: Negotiate and structure the transaction

Once one or more interested buyers are identified, the negotiation phase begins, often the most delicate of the business sale process.

The process generally follows these stages:

The letter of intent (LOI) is the buyer's first formal commitment. Not legally binding (except for specific clauses), it specifies the proposed price, main conditions, timeline and launches the exclusivity period for due diligence. This is a key moment: accepting an LOI means temporarily withdrawing your business from the market.

Due diligence allows the buyer to verify in detail all aspects of your business: finance, legal, commercial, operations, HR, IT. This phase generally lasts 4 to 12 weeks depending on complexity. Prepare to provide exhaustive documentation and answer numerous questions.

Price adjustments are frequent after due diligence. The buyer may discover elements that justify a downward revision (doubtful receivables, unprovided liabilities, litigation). Rigorous preparation beforehand limits these adjustments.

Key elements to negotiate:

The price: overall amount, but also adjustment mechanism (locked box vs. completion accounts). Also negotiate the treatment of working capital and cash.

Payment terms have a major impact on risk and taxation:

• Cash on signature: ideal for the seller, secures the transaction

• Earn-out: part of the price linked to future performance, shares the risk but commits you post-sale

• Vendor loan: you finance part of the acquisition, increases attractiveness but creates credit risk

Warranties and indemnities: the buyer will require warranties on the accuracy of information provided. Negotiate caps, trigger thresholds and a limited duration.

The transition period: duration of your post-sale involvement (generally 3 to 12 months), practical arrangements, remuneration. This period is crucial to ensure the success of the succession.

Non-compete clauses: duration (generally 2 to 5 years), geographical scope and activities concerned. Ensure they remain reasonable and do not hinder your future projects.

The importance of professional support cannot be underestimated. A lawyer specialising in M&A will protect your legal interests, a fiduciary will optimise tax aspects, and a succession adviser will guide you in strategic negotiations.

Tips for maintaining a climate of trust:

• Be transparent: problems discovered late break trust

• Remain flexible on secondary points to win on the essentials

• Communicate regularly and respond quickly to requests

• Project yourself into the buyer's success: your collaboration will facilitate the transition

Step 6: Finalise the sale and ensure the transition

Signing the sale contract marks the culmination of months of preparation and negotiation. The closing (finalisation) generally takes place at the notary's or lawyer's office, with simultaneous transfer of ownership and payment.

The tax aspects of the sale deserve particular attention in Switzerland:

For a company, the capital contribution privilege allows contributions and issue premiums to be returned without taxation. This tax optimisation can represent substantial savings.

The indirect partial liquidation is a common structure where the shareholder sells their shares to a holding company of the buyer, allowing preferential taxation in certain cantons.

For sole traders (sole proprietorships, partnerships), the liquidation profit can benefit from separate taxation at a reduced rate in most Swiss cantons.

Always consult a specialist tax adviser to optimise the structure of your transaction according to your personal and cantonal situation.

The organisation of the transition period is critical for long-term success:

Plan a gradual transfer of responsibilities: introduce the buyer to key customers, suppliers and partners. Your presence reassures and facilitates continuity of relationships.

Organise the transfer of knowledge: operational processes, technical specificities, company culture, informal relationships. Document what is not yet documented.

Clearly define your role during the transition: are you a consultant, employee, or simply available for questions? Avoid ambiguities that create friction.

Communication to stakeholders must be carefully orchestrated:

Employees: inform them as soon as possible after signing to avoid rumours and concerns. Reassure about continuity and present the buyer positively.

Customers: personalised communication for key customers is essential. Highlight service continuity and future opportunities.

Suppliers and partners: assure them of the solidity of the succession and introduce the new owner.

Tips for a successful handover:

• Remain available and benevolent: your attitude directly influences the buyer's success

• Let the buyer make their decisions: resist the temptation to control everything

• Document unforeseen events and solutions: facilitate the new manager's learning

• Respect the non-compete clause: your reputation depends on it

• Celebrate this stage: you have successfully built and transferred your business

Mistakes to avoid when selling

Even with the best preparation, certain common mistakes can compromise your transaction or significantly reduce its value.

Unrealistic valuation: overvaluing your business is the most frequent mistake. Too high a price drives away serious buyers and unnecessarily prolongs the process. Base yourself on market comparables and objective methods.

Insufficient preparation: wanting to sell urgently without having optimised the business leads to significant discounts. Anticipate and prepare your sale 1 to 2 years in advance.

Lack of confidentiality: a leak of information about your sale project can worry employees, customers and suppliers, creating harmful instability. Use secure channels and strict confidentiality agreements.

Neglecting due diligence: not preparing complete and organised documentation slows down the process and arouses mistrust. Buyers interpret disorder as risk.

Absence of professional support: attempting to manage a complex business sale alone exposes you to costly mistakes, whether legal, tax or strategic. Investment in expert advice pays for itself amply.

Emotional versus rational: your business represents years of work and emotional investment. But buyers evaluate it rationally. Keep an emotional distance to negotiate effectively.

Neglecting the transition period: once the contract is signed, some sellers disengage too quickly, compromising the buyer's success and risking triggering warranty clauses.

For a detailed analysis of these pitfalls and concrete solutions, consult our complete guide: 7 mistakes to avoid when selling an SME.

How long does selling a business take?

The duration of a business succession varies considerably according to numerous factors, but a realistic timeline is between 6 and 18 months from the moment the business is actively offered for sale.

Breakdown of phases and indicative durations:

Preparation (2 to 6 months): business optimisation, file creation, valuation. This phase can be longer if structural adjustments are necessary.

Marketing and buyer search (2 to 6 months): dissemination of the opportunity, initial contacts, selection of serious candidates. The duration depends on the attractiveness of the business and the quality of the network mobilised.

Negotiation and LOI (1 to 2 months): preliminary discussions, negotiation of main terms, signing of letter of intent.

Due diligence (1 to 3 months): in-depth verification by the buyer. Well-prepared companies pass this stage more quickly.

Finalisation and closing (1 to 2 months): final contract negotiation, obtaining financing, signatures.

Several factors can accelerate the process:

• Well-prepared business with complete documentation

• Realistic valuation aligned with the market

• Attractive sector with strong buyer demand

• Support from experienced professionals

• Seller's flexibility on transaction terms

Conversely, certain factors can slow down the sale:

• Complexity of legal structure or operations

• Problems discovered during due diligence

• Financing difficulties for the buyer

• Difficult negotiations on warranties or price

• Unfavourable market or sector in difficulty

Important: do not rush the process to save time. A botched sale can cost you 20% to 40% of potential value. It is better to invest a few additional months to optimise conditions and find the right buyer.

For complex or large businesses, the process can extend over 18 to 24 months. Conversely, certain small structures with an identified buyer can conclude in 3 to 6 months.

How Leez supports you in selling your business

Leez has established itself as the Swiss reference platform to support entrepreneurs in their business succession project. Our mission: to simplify, secure and optimise every stage of the sale process.

Our key services:

Free and confidential valuation: obtain a professional estimate of your business in a few minutes thanks to our online valuation tool. This initial assessment allows you to position yourself before incurring advisory fees.

Secure platform: disseminate your opportunity confidentially to a qualified network of active buyers in Switzerland. Our system of anonymous profiles and digital confidentiality agreements protects your sensitive information.

Network of qualified buyers: access hundreds of verified potential buyers: individual entrepreneurs, investors, competitors, funds.

Support from experts: benefit from the advice of specialists in business succession, lawyers, fiduciaries and financial advisers to structure and negotiate your transaction in the best conditions.

Digital due diligence tools: share your documents securely via our virtual data room. Control precisely who accesses which information and track the progress of the process in real time.

Structured process: follow a step-by-step journey that maximises your chances of success: from initial preparation to final signature, we guide you at each phase.

The concrete advantages of the Leez solution:

• Time saving: automation of administrative tasks and rapid connection with the right profiles

• Maximum confidentiality: total control over the dissemination of your sensitive information

• Value maximisation: access to a large pool of buyers creates a favourable competitive dynamic

• Transparency: complete visibility on progress and interactions with candidates

To discover in detail how Leez is transforming business succession in Switzerland, consult our article: Leez.ch: The Swiss reference platform for successful business succession.