From a serious first conversation to money in your account, plan on four to nine months. Deals close faster than that when the business is clean and both sides are decisive, and slower when surprises surface, but four to nine is the honest planning range for a sub-$5M MSP transaction, and anyone promising sixty days from hello to wire is selling something other than realism.
Here’s where those months actually go, stage by stage, with the stretch points marked.
Stage one: conversations (2 to 6 weeks)
The get-acquainted phase: an intro call, an NDA, high-level financials, and a follow-up conversation or two while the buyer forms a view and you form one of your own. We covered what the first conversation looks like in detail, but the short version is that this stage is cheap, low-commitment, and mostly about whether the two of you should keep going.
Where it stretches: almost always on the seller’s side, and that’s fine. Owners pause here for months, sometimes years, and serious buyers wait. The clock in this post starts when both sides decide to move, not when curiosity first strikes.
Stage two: valuation and the offer (2 to 4 weeks)
The buyer works your summary financials into a view of value, asks a round of clarifying questions, and comes back with an indication: a price range and a rough structure. If that lands in workable territory, it firms into a written offer.
Where it stretches: messy books. If your P&L needs interpretation, if the addbacks aren’t documented, if revenue by category takes two weeks to produce, every one of those gaps becomes calendar time. Owners who arrive with clean numbers move through this stage in days rather than weeks, which is one of many reasons the pre-sale preparation work pays for itself.
Stage three: the letter of intent (1 to 3 weeks)
The LOI puts price, structure, and process in writing, and grants the buyer a window of exclusivity to complete diligence. Negotiating it usually takes a week or two of redlines. Signing it is the emotional midpoint of the whole journey: mostly non-binding, but from here forward both sides are spending real money on lawyers and accountants, so nobody signs one casually.
Where it stretches: disagreement over structure rather than price. Cash at close versus earnout, asset versus stock treatment, what happens to your building. It’s normal to spend an extra week here getting the skeleton right, and time spent now saves multiples of it later.
Stage four: diligence (6 to 10 weeks)
The long middle. The buyer verifies everything: financial statements against bank records and tax returns, client contracts and their assignability, employee agreements, tool licensing, ticket data, insurance, litigation history. Expect a document request list running to a few hundred items, a quality-of-earnings review of your P&L, and a steady stream of follow-up questions.
This is the stage that determines your total timeline more than any other, and the variance is almost entirely about preparation. A seller with organized records answers requests in hours. A seller reconstructing 2024 from a shoebox answers them in weeks, and every week of delay is a week of deal risk, because time kills deals in ways price rarely does. Teams get suspicious, clients churn, markets move, and buyers’ attention wanders.
Where it stretches: surprises. An unassignable anchor-client contract, a tax filing gap, a key employee with no agreement, revenue that was recognized creatively. Most surprises don’t kill deals, but each one costs two to four weeks while it gets diagnosed, priced, and papered around. The pattern worth internalizing: things you disclose early get planned around cheaply, and things diligence discovers get repriced expensively.
Stage five: the purchase agreement (4 to 6 weeks, overlapping diligence)
While diligence runs, the lawyers draft and negotiate the definitive purchase agreement: the real contract, with reps and warranties, indemnification, non-competes, and every schedule and exhibit. A few redline rounds are normal. So is the feeling, somewhere in round three, that the lawyers are arguing about clauses no human will ever read again. Some of those clauses matter enormously, and a good M&A attorney knows which ones, which is why this is the wrong place to economize on counsel.
Where it stretches: inexperienced lawyers. A generalist attorney learning M&A on your deal can add a month by re-litigating standard terms. Hire someone who does transactions for a living, even if they cost more per hour. They’re cheaper per deal.
Stage six: closing (1 to 3 weeks)
The finish: final schedules, third-party consents (client contract assignments, landlord approval, sometimes a vendor or two), payoff letters for any debt, funds-flow memo, signatures, wire. Closing day itself is anticlimactic in the best way. Documents signed electronically, a confirmation call, and then a number in your account that you will screenshot and stare at.
Where it stretches: consents you don’t control. If a big client contract requires written approval to assign, that client’s legal department now sits on your critical path. Smart sellers and buyers identify consent requirements in week one of diligence and start early.
What this means for your planning
Add it up and the middle of the range lands near six months, which carries a practical implication most owners miss: if you want to close by a certain date (a birthday, a fiscal year, a health deadline), the first conversation needs to happen six to nine months earlier, and the business should be diligence-ready before that. Getting a clear read on what the business is worth is the natural first step, and the full stage-by-stage version of our process, including the stop-here markers before the LOI, is laid out on the process page.
The timeline is long, but you’re not a passenger on it. Preparation before the process and responsiveness during it are the two levers that compress it, and both belong entirely to you.