Most business owners planning a sale say the same thing: “I’ll wait one more year.” It sounds reasonable. But in the vast majority of cases, that year changes nothing about the business’s value — while the window for a well-prepared, well-priced transaction quietly closes.
Why Business Owners Always Find a Reason to Wait
I’ve been advising business owners through M&A transactions for years. And if I had to name the single most common pattern I see, it’s this: the decision to sell keeps getting deferred.
Not because the owner doesn’t want to sell. Often they do — they’re tired, they’ve built something valuable, they want liquidity. But the timing never feels quite right.
“Revenue is growing, but margins are still thin — I want to show one strong year.”
“I just hired a new sales director — let me see what she delivers.”
“There’s a big contract in the pipeline — if it closes, the valuation will be much higher.”
These aren’t irrational thoughts. Every single one of them sounds like a reasonable, strategic justification. And some of them actually are. But more often than not, they’re a form of sophisticated procrastination — a way of delaying a decision that feels enormous, permanent and irreversible.
The problem isn’t the logic. The problem is what happens during the year of waiting.
What Actually Happens During “One More Year”
Here is the uncomfortable truth most advisors won’t say directly: for the majority of businesses, one year of organic operation does not materially change the company’s value.
There are exceptions. If you’re executing a genuine value-creation plan — landing a transformative enterprise contract, expanding into a new geography, launching a product that reshapes your margin profile — then yes, waiting has a rational basis. The exit timing is a strategic decision, not a deferral.
But if there is no specific plan? If the answer to “what will be meaningfully different in 12 months?” is essentially “more of the same, hopefully a bit better” — then what you’re really doing is waiting without a destination.
Revenue in the same range. Customer base largely unchanged. Same key dependencies. Same operational gaps. Same unresolved legal or structural issues in the background.
The company at the end of that year looks, to a buyer, almost identical to the company at the beginning.
Meanwhile, something else has happened. The owner has spent another year of energy managing a business they’ve already mentally started to exit. That’s an underrated cost — the psychological burden of running something you’re already partially detached from.
The Valuation Doesn’t Wait Either
M&A markets are cyclical. The valuation multiples a buyer is willing to pay are not fixed — they fluctuate with interest rates, capital availability, sector sentiment and deal volume. When credit is cheap and acquisition appetite is high, buyers pay more. When market conditions tighten, multiples compress.
A business owner who waits for the “perfect year” of financial results sometimes walks into a market that has moved against them. The results improved. The multiple contracted. The net outcome is flat or worse.
Timing the M&A market is nearly as difficult as timing the stock market. But unlike public equities, you usually get only one chance to sell your business.
The Hidden Cost: What You’re Not Doing While You Wait
There’s a second dimension to the waiting trap that almost never gets discussed.
The decision to sell doesn’t just initiate a process. It forces an overhaul.
When a business owner genuinely commits to a sale — when they engage an advisor, begin preparing documentation, and accept that a buyer will scrutinize every corner of the business — something transformative happens. Problems that have been quietly tolerated for years suddenly become urgent.
I call these “skeletons in the closet.” Not necessarily catastrophic issues, but the kind of accumulated operational, legal and financial loose ends that every business carries after a decade or more of growth:
- Contracts with clients or suppliers that were never properly formalized — handshake agreements, expired frameworks, undocumented pricing arrangements
- Employment structures that don’t hold up to scrutiny — B2B contracts with people who function as employees, missing non-compete clauses, undocumented equity promises
- Financial reporting that was built for tax optimization, not investor clarity — owner personal expenses run through the company, non-recurring costs that inflate the apparent cost base, revenue recognized inconsistently
- Ownership and corporate structure issues — shareholders who are no longer active, outdated articles of association, undocumented share transfers
- Technology dependencies — critical systems running on licenses that aren’t properly owned, open-source components used without license compliance, no documentation of proprietary code
None of these are unusual. In my experience, virtually every business that hasn’t been through a prior transaction has at least three or four of them. They’re not deal-killers on their own. But they have to be resolved before any serious buyer will close.
Here’s the key insight: resolving them takes time. Often six to twelve months. Sometimes longer.
Which means a business owner who says “I’ll wait one more year, then sell” is, in practice, saying “I’ll start the actual work in two years.”
The Preparation Timeline: What “Ready to Sell” Actually Means
Let me walk through what serious M&A preparation looks like, because most owners dramatically underestimate the scope.
Phase 1: Pre-Sale Audit (2–4 months)
Before any buyer sees your business, a good advisor will want to understand what they’re working with. This means reviewing financial statements for the last three to five years, identifying normalization adjustments to EBITDA, mapping the ownership structure and outstanding obligations, and flagging any legal or compliance gaps.
This phase produces a list of things that need to be fixed. It also produces the foundation for the Information Memorandum (IM) — the document that tells your company’s story to potential buyers.
Phase 2: Remediation (2–6 months, parallel with Phase 1)
This is where the skeletons get addressed. Contracts get formalized. Employment arrangements get restructured where necessary. Financial reporting gets cleaned up and normalized. Corporate governance gets tidied. IP gets properly documented.
The timeline depends entirely on how much needs to be done. For a business that has never been through a structured process, six months is realistic. For businesses with more complex structures or more accumulated issues, it can take longer.
Phase 3: Marketing and Buyer Outreach (3–6 months)
Once the business is properly prepared, the advisor brings it to market. This involves identifying potential acquirers (strategic buyers, private equity funds, family offices), conducting confidential outreach, managing NDAs, distributing the IM and collecting indicative offers.
Phase 4: Due Diligence, Negotiation and Closing (3–6 months)
The buyer conducts their due diligence — financial, legal, tax, operational. The parties negotiate the Share Purchase Agreement (SPA), including representations and warranties, price adjustment mechanisms and any earn-out provisions. Then comes signing and closing.
Total elapsed time from “I’ve decided to sell” to “the money is in my account”: twelve to twenty-four months is realistic for a well-run process. More if issues surface during due diligence. Less only in unusual circumstances.
This is why the right time to start thinking about exit planning is not “when I’m ready to sell.” It’s two to three years before that point.
The Four Questions to Ask Instead of “Should I Wait?”
If you’re a business owner genuinely evaluating timing, I’d suggest replacing “should I wait one more year?” with four more specific questions.
1. Do I have a concrete value-creation plan for the next twelve months?
Not a hope. Not “revenues should grow.” A specific initiative — a named contract, a product launch, a geographic expansion — with a quantifiable impact on EBITDA or recurring revenue. If the answer is yes, and the plan is credible, waiting may be rational. If the answer is “I expect organic growth to continue,” that’s not a plan. That’s an assumption.
2. How long will it take to prepare this business for sale?
Be honest. If you walked a sophisticated buyer through your contracts, your financial statements, your employment arrangements and your corporate structure today — how many issues would surface? If the answer is “quite a few,” add those remediation months to your timeline before you can even begin marketing.
3. What is the market doing?
You don’t need to perfectly time M&A cycles. But you should have a basic read: is your sector attracting buyer interest? Are comparable transactions being announced? Is financing available and reasonably priced? Your advisor should be able to give you a current view. A year from now, that view may be different.
4. What is the personal cost of another year?
This question rarely gets asked, but it matters enormously. Running a business you’ve mentally started to exit is exhausting in a specific way. Every operational problem feels heavier when you’re already imagining the next chapter. Every difficult employee conversation, every missed quarter, every client escalation — they all carry more weight when you’re not fully invested in the long game anymore. That fatigue is real, and it affects decision quality.
What Committing to a Sale Actually Unlocks
I want to end with something that surprises many owners when I tell them: the decision to sell, made seriously, tends to make the business better.
Not in a vague motivational sense. In a very specific, operational sense.
When you commit to a sale, you start doing things you’ve been deferring. You clean up contracts. You document processes. You address the employment arrangement that was always “temporary.” You build the management reporting that makes your business legible to someone who isn’t you.
These improvements don’t just benefit the sale process. They make the business more valuable — because they make it less dependent on you, less exposed to hidden risks, and more transparent to anyone evaluating it.
Some owners go through the preparation process and decide not to sell after all. Their business is meaningfully better for it. The exercise was worth doing regardless.
But most owners who commit to a proper, well-advised exit process and see it through — they close. Because the act of preparing clarifies what the business is really worth, surfaces the issues while there’s still time to fix them, and creates the conditions for a buyer to pay full value.
Key Takeaways
- Waiting “one more year” rarely changes business value without a specific strategic plan
- Serious M&A preparation — audit, remediation, documentation — takes 6 to 18 months
- The decision to sell forces improvements that waiting never does
- Start exit planning 2 to 3 years before you intend to transact
- The best time for a first strategic conversation is well before you feel ready
Łukasz Brzyski is a sell-side M&A advisor specializing in Polish and CEE mid-market transactions. He advises business owners through the full transaction lifecycle — from pre-sale preparation through signing and closing. If you’re considering selling your business in the next 2–3 years, he offers a free 60-minute strategic conversation.