Selling a company involves coordinating tax advisors, lawyers, financial advisors and, in some cases, preparing a Vendor Due Diligence. There is no single, universal cost for selling a company, but there are very common structures worth understanding to avoid surprises and to know what a seller really pays in an M&A or company sale process.
The tax analysis can be simple or complex depending on the structure of the case.
If you simply sell your shares and pay capital gains tax, sometimes a one-off meeting with a tax advisor is enough, costing a few hundred euros.
Typical ranges are between €5,000 and €25,000, although this depends on whether you need to:
In some company sales, the tax work is minimal; in others, it is a key part of the preparation.
The M&A lawyer supports you from the LOI through to closing. Their role is not just “reviewing a contract”. They assess risks, respond to due diligence comments, negotiate reps & warranties, limit liabilities, and help structure earn-outs, escrows or deferred payments in your company sale.
Costs usually range between €25,000 and €100,000 in small and mid-sized deals, depending on:
They typically work with fixed fees per phase, which helps predictability and preserves independence.
Some offer discounts if the deal falls apart, but this is neither common nor always advisable: a lawyer should protect you, not rely on incentives tied to success.
Quality in M&A depends both on the firm and on the specific team assigned.
In significant transactions or very competitive processes, it is common to commission a Vendor Due Diligence before going to market.
Its cost typically ranges from €100,000 to €200,000 if done by a Big Four or a recognised second-tier firm like BDO, Grant Thornton, RSM, etc.
A VDD only works if the issuing firm is truly recognised.
If done by a low-profile provider:
With a top-tier firm:
The VDD can significantly increase the number of buyers willing to join the process.
Without exclusivity, many buyers hesitate to allocate full due diligence resources in parallel with competitors.
A solid VDD lowers the initial commitment required.
Not mandatory, but very useful when competition or price expectations are high.
The advisor coordinates the entire process: documentation, info memo preparation, buyer mapping, timetable management, calls, Q&A, and negotiation of price and terms until signing and closing.
Fees usually have several components, each serving a purpose.
Charged at the start of the engagement.
Covers part of the initial work (infomemo, teaser, buyer list, internal analysis) and, above all, confirms the seller’s commitment.
If everything were 100% success-based, sellers could abandon easily mid-process, wasting months of work.
Between €1,000 and €10,000.
Ensures the seller remains engaged, responds to information requests and collaborates actively.
In practice, this retainer does not cover the real cost of the team, but helps avoid endless processes or unresponsive clients.
The main incentive.
Paid only if the transaction closes, usually calculated as a percentage of the transaction value or Enterprise Value.
If the deal falls apart, the advisor does not get paid.
Some advisors establish a minimum to ensure they can allocate resources without disproportionate risk if the final price is lower than expected.
Some advisors include an “abort fee”, payable only if the seller decides not to continue.
This makes sense: if the buyer walks away, the advisor bears the risk; but if the seller aborts (e.g., changes their mind), the advisor shouldn’t be left with months of unpaid work.
Not all advisors apply it.
In small transactions, many advisors use the Double Lehman structure.
The original “Lehman Formula” from the 1970s–80s became outdated due to inflation and changes in deal sizes.
The Double Lehman simply doubles each tier.
Structure:
The logic: small processes require much labour and time, but the sale price is limited.
This structure fairly compensates the advisor’s effort.
Percentages usually become fixed:
Usually billed separately (typically with prior approval):
Some mandates include bonuses if a certain price or multiple is exceeded.
It can be based on EBITDA, ARR, or straight sale price.
Example with €3M ARR, base price 3× ARR, base commission 5%:
|
|
|
|
Multiple |
Price |
Commission |
Commission € |
Extra Advisor |
Extra Seller |
|
3× ARR |
€9M |
5% |
€450,000 |
– |
– |
|
3.5× ARR |
€10.5M |
6% |
€630,000 |
+€180,000 |
+€1,500,000 |
|
4× ARR |
€12M |
7% |
€840,000 |
+€390,000 |
+€3,000,000 |
This structure incentivises the advisor to maximise value.
The base for calculating the success fee can vary.
Some advisors charge based on Enterprise Value; others on what is actually received in each tranche.
Example: sale of 51% + put & call on remaining 49%
51% initial → €10M
Implied EV → €20M
Model 1: commission on €20M
3.5% → €700,000
Model 2: commission by tranches
3.5% of €10M → €350,000
If remaining 49% is later sold for €20M → €700,000 additional
In Model 1, the seller assumes the risk.
In Model 2, the advisor shares both risk and upside.
Same logic applies to earn-outs and deferred payments.
Many advisors set a minimum success fee.
Example in a €2M deal:
If the minimum is €300,000, then €300,000 applies.
It is advisable that the M&A advisor and lawyer are not from the same firm.
The advisor (success-based) pushes to close; the lawyer protects you and evaluates risks.
Keeping roles separate avoids conflicts of interest.
Possible expenses include:
Usually limited, but worth anticipating.
In most company sale processes, early costs are reasonable.
Major costs appear later:
In other words: most costs arise when the deal becomes real and approaches completion.
Depends on size and complexity, but for SMEs typical seller costs include:
There is no single cost, but clear patterns exist.
The seller usually pays:
The buyer pays their own advisors and their own due diligence.
Some costs (notary, VDR) may be shared or negotiated.
The majority of the fee is the success fee, payable only upon closing.
There is normally an initial set-up fee and a monthly retainer.
If the seller cancels, an abort fee may apply.
In competitive processes or when price expectations are high, yes.
A respected VDD accelerates the process, reduces renegotiations and increases the number of buyers.
Not usually needed in smaller transactions.
Typically €25,000–€100,000 depending on:
Depends on deal size:
Some include bonuses and minimum fees.
Mostly in the second half of the process:
Initial costs are usually reasonable.
By Joshua Novick, partner at Bondo Advisors
Fuente: https://www.joshuanovick.com/p/los-costes-de-vender-una-empresa
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