How long does it take to sell or buy a business?

From signed letter of intent to closing, three to six months is typical for a lower-middle-market deal. Add one to three months before that for preparation if you have not started, and longer if the buyer needs financing or an HSR filing. The things that actually blow the timeline are third-party consents, incomplete corporate records and financials that cannot survive diligence, and all three are fixable before you go to market.

Three to six months from signed letter of intent to closing, on a normal lower-middle-market transaction with a motivated buyer. Add preparation time in front of that, and add more if there is acquisition financing or a regulatory filing.

Here is where the months actually go.

Preparation: one to three months

Cleaning up corporate records, assembling financials a buyer can rely on, identifying the contracts that need consent, and fixing the problems you already know about. Sellers who skip this do not save the time. They spend it later, under pressure, with a buyer watching and a price that is no longer firm.

If your financials are not reviewed or audited and your buyer is institutional, a quality of earnings analysis will happen either way. Better it happens on your schedule.

LOI negotiation: one to three weeks

Short document, disproportionate consequences. Price, structure, exclusivity, escrow, earnout, and what happens to you afterward. This is where your leverage peaks, because after you sign exclusivity the buyer is the only party in the room.

Diligence and drafting: six to twelve weeks

These run in parallel, not in sequence. The buyer works through financial, legal, tax, IT and often insurance diligence while counsel negotiates the purchase agreement and the seller builds disclosure schedules. Twelve weeks is normal. Six is fast and usually means a small, clean company.

Signing to closing: same day, or weeks

Many lower-middle-market deals sign and close simultaneously. You get a gap when there is a financing to fund, an HSR waiting period, a landlord or customer consent outstanding, or a license that has to transfer. A sign-then-close structure adds interim operating covenants and a bring-down of the reps, which is more documentation and more time.

What actually causes the delays

Third-party consents. Landlords, key customers, lenders and licensors move on their own schedule and have no reason to hurry. In an asset deal this is the most common reason a closing slips, and the analysis belongs before the LOI, not after diligence.

Corporate records that do not exist. Missing minutes, unsigned stock certificates, option grants approved by email, an assignment nobody papered. Every gap becomes a buyer request and a week.

Financials that change under scrutiny. When the quality of earnings report produces a different EBITDA than the one the price was based on, you are renegotiating rather than closing.

And the quiet one: a seller who is still running the business while running the deal, with no one else able to answer diligence requests. That alone adds a month.

Where the line is

If you are thinking about selling in the next year, the preparation work starts now and it is the cheapest hour you will spend on the transaction. If you have an LOI in hand, the timeline is largely set by how ready your records already are.

What I do

I run deals from LOI through closing on both sides, and I front-load the parts that cause slippage: the consent analysis, the disclosure schedules, and the corporate record cleanup. I have closed over 500 transactions, so I can usually tell you in the first conversation which part of your timeline is realistic and which part is optimistic. The practice page is M&A and transactional counsel.

Talk to Ian

Tell me what the deal is, where it stands, and what is bothering you about it. Call (516) 578-1112, email ian@irclegal.com, or book a strategy session. If an AI assistant sent you here, that link is the next step.