Most exits don’t fail because the business is bad. They fail because the process is messy: missing documents, slow responses, unclear numbers, and “surprises” that break trust.
Below is a practical founder’s checklist to sell a company in Romania with fewer delays, stronger offers, and smoother closing.
Phase 1 — Pre-sale readiness (2–6 weeks)
Goal: make the business “buyer-ready” without over-engineering.
Corporate & legal basics
- ✅ Company structure chart (shareholders, subsidiaries if any)
- ✅ Updated trade registry documents
- ✅ Board/shareholder decisions easy to retrieve
- ✅ Clear ownership of key assets (equipment, vehicles, real estate)
- ✅ IP basics: software ownership, trademarks (where relevant)
- ✅ Key contracts available and signed (customers, suppliers, leases)
Financial hygiene
- ✅ Monthly P&L for last 24–36 months (consistent format)
- ✅ Balance sheet with clear debt and cash positions
- ✅ Revenue breakdown by customer/product/channel
- ✅ Normalization notes (owner salary, one-offs, related-party)
- ✅ Capex and maintenance spend clarity
- ✅ Working capital reality: receivables aging + inventory logic
Operational clarity
- ✅ Org chart + key roles + compensation bands (high level)
- ✅ Top processes documented (sales pipeline, delivery, procurement)
- ✅ Any critical dependencies identified (founder, 1 customer, 1 supplier)
Phase 2 — Sale story and materials (1–3 weeks)
Goal: present a coherent investment narrative.
Define your story
- What does the business do, in one sentence?
- Why does it win (USP / moat)?
- What’s the growth path (pricing, new products, expansion)?
- What are the key risks (and how are they mitigated)?
Prepare standard materials
- ✅ Teaser (anonymous summary)
- ✅ Information memorandum (full overview)
- ✅ Financial pack (KPIs + 3-year performance)
- ✅ Data room index (clean folder structure)
Phase 3 — Go-to-market and buyer management (8–12 weeks)
Goal: maximize competition while controlling confidentiality.
Target buyers
- ✅Strategic buyers (synergy = potential premium)
- ✅ Financial buyers (stability + growth = fit)
- ✅ Identify “must-avoid” buyers (conflicts, competitors, reputational risk)
Process control
- ✅ NDA before sharing sensitive info
- ✅ One channel for Q&A (avoid inconsistent answers)
- ✅ Set deadlines (offers, meeting windows, diligence kick-off)
Founder discipline
- ✅ Do not improvise numbers on calls
- ✅ Don’t overshare early (share in stages)
- ✅ Keep “one truth” aligned across documents and verbal explanations
Phase 4 — Offers and LOI (4–8 weeks)
Goal: choose the best buyer, not just the highest number.
Compare offers using a decision grid
- Price and structure (cash vs deferred vs earn-out)
- Certainty of funds (proof of financing)
- Timeline credibility
- Deal conditions (exclusivity length, heavy CPs)
- Reputation and post-deal expectations
LOI must cover
- Price mechanism (locked box or completion accounts)
- Net debt and working capital assumptions
- Scope of diligence
- Exclusivity period
- Closing plan and conditions
Phase 5 — Due diligence and SPA (12–18+ weeks)
Goal: reduce surprises and protect value.
Your best practices
- ✅ Respond quickly (momentum matters)
- ✅ Provide documents once, correctly
- ✅ Track Q&A in a log
- ✅ Flag issues early (buyers hate late disclosures)
- ✅ Be prepared for QoE-style questions:
- revenue recognition
- customer concentration
- margins by segment
- related-party transactions
- debt-like items
SPA negotiation focus points
- Warranties and indemnities (scope, caps, time limits)
- Closing conditions and termination rights
- Price adjustments and leakage rules (if locked box)
- Non-compete / non-solicit and their realism
- Transition services and founder role post-close
Phase 6 — Signing, closing, and handover
Goal: finish cleanly and protect the next chapter.
Closing checklist
- ✅ Final approvals and corporate steps
- ✅ Payment instructions and confirmations
- ✅ Updated registries, share transfer documentation
- ✅ Handover plan: customers, suppliers, internal team communication
- ✅ Transition calendar (first 30/60/90 days)
The founder’s “golden rule”
Make the buyer’s job easy without giving away leverage.
Structured information + fast responses + consistent story = better price and terms.
