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What Is a Business Sale?

A business sale is a change-of-control transaction in which owners transfer a whole enterprise — shares or the operating assets that constitute the business — typically as a planned exit rather than a sale of surplus property.

Selling the organism, not a spare warehouse

Owners search for “selling a company.” In professional language that is a business sale: the going concern changes hands. It is the human-facing name for what deal teams call a sell-side acquisition process.

It is not a sale of a minority stake (that is capital raising or a secondary), and it is not selling a used production line while you keep the company.

What actually transfers

Most mid-market business sales are share sales of the operating company or its holdco. Asset sales are used when the legal entity is toxic, when a carve-out has no clean share perimeter, or when tax analysis prefers assets.

Price language is still enterprise value to equity value.

Worked illustration

Illustration only.

A founder wants to “sell the business” before retirement. Revenue €12m, adjusted EBITDA €2.4m, surplus cash €0.6m, bank debt €1.1m. Indicative 6.0x EBITDA → EV €14.4m → equity ~€13.9m before locked-box leakage and tax on the share sale. An asset sale might change the tax line more than the commercial price. That conversation is the business sale.

Interpretation

Preparation time (clean accounts, customer contracts, key-person risk) often moves price more than the last 0.2x of multiple. A business sale without exit planning is how QoE discoveries become price chips.

Use cases

Retirement; PE exit; disputed shareholder buyout implemented as a third-party sale.

Limitations

Some “business sales” are really job offers with a small asset purchase (acqui-hire). Some are property deals with a trading company attached. Name the perimeter.

Dazur Perspective

Dazur’s owner journey is built around a business sale that is ready: structured financials, a valuation range, and a diligence posture so “selling a company” is a process, not a classified ad.

Related terms

Sources