“If I sell my company, where should I start?” You need not begin by finding a buyer. First clarify why you want to sell and what outcome would satisfy you. Even a high price may not match your expectations if personal guarantees remain and years of transition obligations follow.

The same applies to buyers. Acquiring revenue does not create growth if the business cannot operate while servicing acquisition debt. The M&A process progressively verifies these objectives and conditions before exchanging shares or business assets for payment.

At the first consultation, compare the reasons to sell with retaining ownership

No successor, difficulty financing growth alone, or a desire to start another venture can lead to different buyers, retained stakes, and management roles. Buyers should specify whether they seek customers, technology, people, or geography. “We will buy a good company” provides no basis for comparing candidates.

Brochure "Safe and Sound! 10 Checkpoints for a Successful M&A"'s column “The Transformative Power of M&A” (pp.13–14) contrasts annual director pay with realizing company value in a sale. The key perspective is that M&A changes not only an owner's wealth but also use of time.

However, dividing proceeds by current annual income does not determine which choice is better. Retaining ownership offers future earnings and appreciation while preserving management burdens and business risk. Selling introduces investment-loss risk or risk in a new venture. Compare taxes, working time, and uncertainty over the same period.

At the first consultation, ranking priorities such as price, retirement timing, employee treatment, and personal guarantees is more useful than stating a single desired price.

Different matters remain unresolved at each stage

A typical process follows. In practice, preparation and investigation may overlap, and stages may be combined. Procedures also vary with share versus business transfers and permits.

The Small and Medium Enterprise Agency also distinguishes signing the definitive agreement from closing and settlement. Start by separating prerequisites for closing from work remaining afterward. SME M&A Guidelines

Even a JPY500 million domestic acquisition can have separate signing and closing dates

J Trust subsidiary J Grand signed an agreement on April 19, 2023 to acquire all shares of Live Rent, a real estate company in Nakano, Tokyo.The disclosed share purchase consideration was JPY500 million. The announcement separately listed signing on April 19 and planned share transfer completion on May 1. J Trust's acquisition announcement of April 19, 2023, p.3

Subsequent shareholder meeting materials confirm that all shares were acquired on May 1, 2023, 12 days after signing. 48th Annual General Meeting: Items Omitted from Delivered Documents, p.10

This shows that even domestic acquisitions can separate signing from share delivery. The disclosure does not reveal all intervening work or why 12 days were needed. That interval is not a standard duration for another transaction.

In your own plan,separate signing from closing and decide who must complete what between themIt is important to.

Providing financial statements does not complete due diligence

Before gathering large volumes of documents, connect the numbers to business reality. Even with reported profits, does the business depend on a particular customer or the owner's sales ability? Do the shareholder register and actual rights align? Who guarantees or secures company debt? These issues affect the transaction process.

Sellers answer questions while continuing operations, so designate an internal contact and retain answers and supporting materials. Leaving all numbers to accounting staff can stall questions on customer contracts or HR. Identify who can explain each subject.

Buyers must also identify what they need to learn. Checking arithmetic in the books will not establish whether revenue survives the owner's retirement. Select diligence topics from the acquisition purpose and connect findings to price, contract terms, and post-acquisition actions.

A schedule containing only target dates misses problems

Consider a hypothetical unrelated to any actual case. The owner wants to retire at month-end, and the buyer wants to close that day. However, the bank has not confirmed release of a loan guarantee. A sale agreement stating that the buyer will handle it does not mean the bank has released the guarantee.

Alongside each date, record the condition to resolve and how to verify it.

Whether an item is a legal closing condition or a separately managed undertaking depends on contract design. A schedule cannot be preserved by relabeling “under review” as “no issue.” Decide before settlement approaches whether delay means an extension, changed conditions, or termination.

What is checked on closing day?

At closing, verify contractual conditions and coordinate receipt of payment, transfer of shares or assets, and delivery of necessary documents. Required actions vary by structure. Signing and closing may occur together, but being on the same day does not eliminate verification.

For installment payments, distinguish cash received that day from future expected amounts. If indemnity or transition obligations survive retirement, confirm who handles them and for how long. Buyers must be ready to pay wages and suppliers and continue customer service from the next day.

Competence in M&A means explaining what is settled, what remains open, and who checks next, rather than memorizing document names. Starting this management at the first consultation helps preserve the original objectives through price negotiations.