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Larger companiesHow long it takes
How long does it take to sell a larger company? About a year, and what fills it
What happens in each month, what an IOI and an LOI commit you to, and what slows a sale down.
Selling
9 min read
Figures: Market Pulse through Q2 2026SRS Acquiom, deals closed 2019 to 2024Read November 12, 2026
Legend Atty · Founder, BridgeBook
Published
How long does a larger sale take?
The short answer: plan on about a year. In IBBA and M&A Source's survey for the second quarter of 2026, advisors reported 11 to 12 months[1] from hiring an advisor to closing on sales priced $2,000,000 to $50,000,000. Most of it is getting ready and finding buyers. After a signed offer, roughly three to four months[2] went to the buyer's checking in the survey's 2023 report.
- Months from hiring an advisor to closing
- 11 to 12IBBA's Q2 2026 survey[1]
- Days of exclusivity after the LOI
- 30 to 60One law firm's guide[4]
- Deals signed first, closed later
- 59%[6]SRS Acquiom's 2024 deals
That survey groups sales by price, and its "lower middle market" is sales priced $2,000,000 to $50,000,000. A company at the top of that group, or above it, can take longer. More buyers look, and their accountants check more.
You'll also see shorter figures, counted from a later start. One bank, PCE Companies, puts a typical middle market sale at six to nine months[3] from getting ready to market through closing. The months spent before an advisor is hired don't show in that count.
What happens in each month?
Three stages, set out over a year. We call them prepare, market and close on how a sale runs. A larger sale adds steps inside them: first written price ranges, meetings with your managers, and the buyer's accountants checking your earnings.
A year of a larger sale, month by month
| When | Stage | What happens | What you do |
|---|---|---|---|
| Months 1 to 3 | Get ready | Books tied to the tax returns, the add-back list with its paper, the confidential book buyers read, and the buyer list. | Run the company, answer questions and approve what buyers will see. |
| Months 3 to 6 | Go to buyers | A short teaser, then an NDA, then the full book. Buyers send first written price ranges. | Keep the numbers current. The sale is still private. |
| Months 6 to 8 | Meet and pick | Buyers meet you and your managers. Letters of intent come in, you sign one, and exclusivity starts. | Join the meetings and choose the buyer. |
| Months 8 to 11 | The buyer's checking | The buyer's accountants test your earnings, lawyers write the purchase agreement, and the working capital target (the peg) is set. | Answer requests fast and read the disclosure schedules line by line. |
| Months 11 to 12 | Close | Signing and closing, the wire, and the handover. The price adjustment for working capital follows. | Sign, train the new owner, and check the closing statement. |
Source: IBBA and M&A Source (PR Newswire), Second quarter of 2026: 255 advisors, 181 closed deals[1]. A typical shape, not a promise: our stages, set to the survey's average of 11 to 12 months.
One price change comes after the wire. Working capital is the money tied up in running the business day to day: what customers owe you, plus inventory, minus the bills you owe. You and the buyer agree on a normal amount the business hands over at closing, called the peg or the target. Once the real amount is counted, the price goes down by any gap below the peg, or up by any amount over it. The buyer sends that count in a closing statement. In SRS Acquiom's 2024 deals, it was due a median 90 days[9] after closing. Here's the working capital peg, with a made-up example.
What's the difference between an IOI and an LOI?
An IOI comes first and names a range. An LOI comes later and names one offer. An indication of interest (IOI) is a buyer's first written price range, sent before meeting you. A letter of intent (LOI) is the buyer's written offer, mostly non-binding, signed before the full checking starts.
An IOI beside an LOI
| Question | IOI | LOI |
|---|---|---|
| What it is | A buyer's first written price range | The buyer's written offer, with its main terms |
| When it comes | After the buyer reads the confidential book, before meeting you | After meetings and early checking |
| What it names | A range, how they'd pay, and what they still need to see | One price and how it's paid, working capital, earnouts, shares you keep and conditions |
| Binding? | No | Mostly no. Confidentiality and exclusivity parts usually bind |
| Stops you talking to others? | No | Usually, for the exclusivity period |
Common practice. That an LOI is typically not legally binding: Baker McKenzie's guide[4].
So the IOI is where you learn who's serious. The LOI is where you give something up: time alone with one buyer. Don't sign one until the terms that move your cash are written in it.
What should an LOI spell out?
More than the price. One bank's list of what an LOI covers: price, structure, working capital, earnouts, rollover, exclusivity and closing conditions[3]. Each of those moves what reaches your bank. An earnout is part of the price paid later, only if targets are met. Rollover is the part you keep as shares in the new company.
Get the ones that cost you most in writing before you sign:
- How the working capital target (the peg) is figured, and over which months.
- How much is held back for claims, and for how long.
- What an earnout is measured on, if there is one.
- How many shares you keep, and on what terms.
- How long exclusivity runs, and whether it ends if the price drops.
A term left open in the LOI gets settled later, when you can't talk to anyone else. More on what goes in a letter of intent and how the price becomes cash at closing.
How long should exclusivity run?
As short as the buyer's checking needs. Exclusivity is a set period when you can't talk to other buyers. It commonly runs 30 to 60 days after the LOI is signed, by Baker McKenzie's guide[4].
Longer periods became more common in one law firm's data. In Goodwin's private equity deals, exclusivity of 61 days or more ran in about 6% of deals in 2021. In 2022 it ran in nearly 40%[5]. That's older data, and only that firm's deals.
The same firm notes that in a hot auction, buyers often get no exclusivity at all[5]. Competition is what shortens it. Ask for an end date that doesn't roll over by itself, and a way out if the buyer cuts the price.
Why do signing and closing happen on different days?
Because some things can only happen after the contract is signed. A lender funds, a landlord or a large customer consents, or a regulator signs off. In SRS Acquiom's 2024 deals, 59%[6] signed first and closed later.
The American Bar Association's study of deals signed in 2024 and early 2025 found the same pattern, as summarized by K&L Gates. In it, 97 of 139 deals had a gap between signing and closing[7]. Between the two dates you keep running the company, and the contract limits what you can change.
What slows a sale down?
Surprises found late. KSM, an accounting firm that checks deals, put it this way: "Most deals don't fail because of what buyers find in diligence; they fail because of when it's found."[8] Diligence is the buyer's checking.
And most sellers start late. In IBBA's Q2 2026 survey, 60% to 90% of sellers had less than a year of exit planning, or none[1].
So start early. Tie your books to your tax returns. List every add-back, an owner cost you add back to profit, with its paper. Then find the contracts that need a customer's consent to change owners. The exit timeline planner sets out a timeline from how ready your company is today.
What we'd look at first
On a first call, a dedicated advisor looks for what would surface in month nine and moves it to month one.
- Whether your monthly books tie to your tax returns, year by year.
- Every add-back, and the receipt, contract or payroll record behind it.
- Contracts and leases that need someone's consent before a sale.
- Who runs the company day to day if you step back, because buyers meet them.
We don't promise a closing date. We set a plan that fits your company and say plainly what could move it. How a quality of earnings report works from your side.
Questions about how long it takes
How long does it take to sell a middle market company?
Advisors in IBBA's Q2 2026 survey reported 11 to 12 months from hiring an advisor to closing for sales priced $2,000,000 to $50,000,000.
What's the difference between an IOI and an LOI?
An IOI is a buyer's first written price range, before meeting you. An LOI is the offer you'd agree to, mostly not binding, and it usually starts a period when you can't talk to other buyers.
How long does exclusivity last?
Commonly 30 to 60 days after the LOI is signed, by one law firm's guide.
How long from LOI to closing?
Roughly three to four months went to due diligence after a signed LOI in IBBA's Q4 2023 survey, which is older data.
Where these numbers come from
- IBBA and M&A Source (PR Newswire), The Market Pulse Survey Q2 2026 Reports the Latest Trends in Business Sales up to $50,000,000. Second quarter of 2026: 255 advisors, 181 closed deals. Read November 12, 2026.
- IBBA and M&A Source, Market Pulse Q4 2023 Executive Report. Fourth quarter of 2023. Read November 12, 2026.
- PCE Companies, M&A Process Stages Timeline: What Business Owners Should Expect. July 14, 2026. Read November 12, 2026.
- Baker McKenzie, Global Private M&A Guide, United States, Preliminary documents. Undated. Read November 12, 2026.
- Goodwin, Durations in M&A Exclusivity Periods Increased Significantly Since 2021. 2021 and 2022 deals. Read November 12, 2026.
- SRS Acquiom, 2025 M&A Deal Terms Study. Deals closed 2019 to 2024. Read November 12, 2026.
- K&L Gates, 2025 ABA Private Target Mergers Acquisitions Deal Points Study (summary). Deals signed and closed in 2024 and the first quarter of 2025. Read November 12, 2026.
- KSM (Katz, Sapper & Miller), What's Actually Killing Deals in Diligence?. August 25, 2026. Read November 12, 2026.
- SRS Acquiom, 2026 M&A Working Capital Purchase Price Adjustment Study. More than 1,570 deals closed 2020 to the third quarter of 2025. Read November 12, 2026.
Outside figures are other publishers', named and dated, and they don't feed our calculator. How we use outside figures
Keep reading
- Larger companiesQuality of Earnings, From the Seller's SideWhat a quality of earnings review tests, when a seller should order one, and what it costs to skip.
- Larger companiesWhat Is a Working Capital Peg?The working capital you and the buyer agree the business hands over at closing, and how it moves your price.
- Larger companiesFrom Sale Price to Cash at ClosingWhat comes off the price in the letter before money reaches your bank, in the order it happens.
- SellingHow to sell a businessThe steps from a first valuation to closing day, and what to get ready before buyers look.
- Larger companiesAverage Profit Margin by Company SizeWhat companies your size keep as profit, by size and by industry, from tax returns the IRS publishes.
- Larger companiesWhat a $10,000,000 Company Is WorthWhen buyers stop counting your pay as profit, and who can buy a company this size.
One important decision. Two good places to start.
A year is a long time to guess
A first call sets out your months: what's ready, what isn't, and what to fix before a buyer asks.
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