Practical guide
These points support an initial assessment. The decisive legal, tax, financial and operational questions depend on the business, the people involved and the chosen transaction structure.
Write an acquisition profile before contacting sellers
Define the sectors, regions, business size and owner role that genuinely fit your skills and circumstances. Add an affordable purchase-price range, available equity and the amount of liquidity that must remain after closing. The profile should also state exclusions, such as regulated activities without the required qualification, unacceptable customer concentration or a location you cannot manage. Clear criteria make the search broader where it can be broad and strict where a mismatch would make the acquisition unworkable, saving time for both buyer and seller.
- define sector, geography, size and future management role
- set an affordability range and reserve requirement
- record essential criteria and clear exclusion reasons
Screen the listing and make a useful first enquiry
Compare the listing with your profile before requesting every available document. Consider the business model, revenue quality, location, team, asking price, reason for sale and proposed transition. A good enquiry briefly introduces the buyer, explains the fit and asks a small number of questions that determine whether another conversation is worthwhile. It should not demand confidential customer lists or detailed accounts before trust exists. The seller can then assess seriousness while the buyer learns whether the major assumptions behind the opportunity are plausible.
- compare the opportunity with written acquisition criteria
- introduce experience, motivation and intended involvement
- ask focused questions that can change the next decision
Build an independent view of value and financing
An asking price is the seller's position, not proof of value or affordability. Reconstruct sustainable earnings by reviewing several years, normalising owner-related and exceptional items, and identifying future investment and working-capital needs. Then test whether the resulting cash flow can support a suitable salary, taxes, debt service and a safety margin. Financing should cover transaction costs and post-closing liquidity as well as the price. A buyer who understands these numbers can negotiate structure and terms without relying on optimistic forecasts or using every available franc at closing.
- normalise earnings and identify unavoidable future spending
- model price, transaction costs and working capital together
- stress-test debt service and personal income requirements
Use due diligence to test the investment case
Due diligence should be organised around the reasons you would buy or reject the business. Financial records, contracts, taxes, employees, permits, data protection, technology, assets and customer concentration all matter, but their relevance differs by company. Record questions, evidence, findings and ownership of follow-up actions in one place. Material issues may change the price, transaction perimeter, warranties, conditions or handover. If an unresolved risk cannot be priced or protected contractually, the correct outcome may be to pause or leave the process rather than force a closing.
- link each review area to an acquisition assumption
- distinguish facts, open questions and professional opinions
- reflect findings in economics, protection or the go/no-go decision
Prepare the agreement, closing and first 100 days
The purchase agreement needs to describe what transfers, how the price is determined and paid, which statements the seller stands behind, which conditions precede closing and how claims are handled. A closing checklist coordinates payments, consents, share or asset transfers, documents and access. Operational planning should begin before completion without allowing the buyer to control the business prematurely. The first 100 days should protect customer and employee continuity, transfer key relationships, monitor cash closely and distinguish urgent stabilisation from changes that can wait until the new owner understands the company.
- align the agreement with due-diligence findings
- prepare a dated closing and handover checklist
- prioritise continuity, cash and key relationships after closing
Sources and further information
Frequently asked questions
How much equity is needed to buy a business?
There is no fixed percentage that works for every acquisition. The requirement depends on sustainable cash flow, collateral, the buyer's experience, the transaction structure and the lender's risk assessment. Equity also needs to cover more than the price: transaction costs, working capital, immediate investment and a reserve matter. A financing plan that uses all private liquidity at closing may be formally complete but leave both the buyer and business dangerously exposed.
When should a buyer sign an NDA?
An NDA is appropriate once the seller needs to disclose information that is genuinely confidential and the buyer has shown a plausible fit. It can be signed before the company name or detailed figures are released, depending on the sensitivity of the case. Before signing, check the definition of confidential information, permitted recipients, purpose, duration, return or deletion duties and any unusual restrictions. The agreement should enable a controlled review rather than replace staged disclosure.
Should a buyer make an offer before due diligence?
A buyer can express an indicative price or range before full due diligence if the assumptions and non-binding nature are clear. That can help both parties decide whether a detailed review is worthwhile. The indication should state the transaction perimeter, financial basis, debt and cash assumptions, expected working capital, financing status and issues still subject to verification. A firm unconditional commitment made without adequate information creates risk and often produces disputes when later findings challenge the original assumptions.
Which advisers may be needed for a Swiss business acquisition?
The appropriate team depends on the business and transaction. Buyers commonly need legal, tax, accounting or financial support, and may also require specialists for technology, property, pensions, environmental matters, regulation or operations. Advisers should receive a clear scope tied to the actual risks rather than duplicate each other's work. The buyer remains responsible for the commercial decision and should understand how each material finding affects value, financing, contract protection and integration.