Say you've been building value in your business for years and are now cautiously thinking about selling. You do some Googling, talk to a fellow entrepreneur and immediately get a bucket of opinions. Helpful? Sometimes. But much of what goes around are myths that can cost you money, time and peace of mind. In this article, I puncture nine common misconceptions, with practical tips so you sit stronger at the table. "Make decisions based on facts, not fables."
1) Value is the same as price
"You negotiate for value, but sign for price."
Misunderstanding: a valuation report is the amount you will soon see in your account.
Reality: valuation is the starting point, not a final price. The final price is driven by process, competition, conditions and timing.
What you can do now
- Work with a structured sales process rather than a loose negotiation.
- Lay out in advance what terms outweigh price for you (e.g., payment structure, guarantees, role after transfer).
- Plan your timing: results and market sentiment influence bids.
2) A buyer pays primarily for potency
"Potential without proof is a promise."
Misunderstanding: "There is SO much potential in our product; that's what a buyer pays for."
Reality: Proven cash flow weighs most heavily. Potential only counts when you demonstrate it with data, cases and a repeatable commercial machine.
What you can do now
- Show repeat sales
- Turn opportunities into KPIs and trajectories
- Include three short customer cases that demonstrate scalability.
Mini-example
You sell custom projects? Show that 60% of your revenue comes from existing customers with multi-year framework contracts. That's repeatability and therefore value.
3) The value is simply 5× EBITDA
"You earn the right multiple, you don't get it."
Misunderstanding: a rule of thumb multiple is enough.
Reality: multiples vary by sector, risk and contract quality.
What you can do now
- Improve contract quality (longer terms, price indexation, portability).
- Reduce risk (single-supplier, customer concentration, key-person).
- Break down EBITDA: clearly document normalizations, one-time items and pro forma effects.
4) Sell first, then I clean up the numbers
"Transparency is interest in trust."
Misunderstanding: you don't tighten the administration until there is a buyer.
Reality: clean, up-to-date numbers speed up due diligence, increase trust and therefore price. A well-stocked data vault limits interruptions.
What you can do now (within 30 days)
- Have a quality or earnings review conducted.
- Set up a data room with recent monthly reports, contracts and HR statements.
- Provide segment reporting (by product/market) and clear definitions of KPIs.
5) I will arrange the sale myself
"Negotiation is top sport, come with a team."
Misunderstanding: you know your business best, so you're fine negotiating solo.
Reality: the buyer comes with a deal team. Solo usually costs you price and terms; experience avoids pitfalls.
What you can do now
- Above all, concentrate on getting your business ready to sell. (download here us e-Book). This makes the sales process much easier and faster.
- Assemble your own sales team: M&A advisor (process & competition), financial advisor (quality of earnings), legal advisor (purchase agreement, warranties), tax advisor (structure)
6) An earn-out always makes me richer
"Conditions are half price."
What is an earn-out: you get part of the price immediately upon transfer and part later, when the company reaches certain figures. These are often profit (EBITDA = earnings before interest, taxes and depreciation) or sales.
Misunderstanding: With an earn-out, I always grab extra money.
Reality: an earn-out is deferred payment that you get only if agreed goals are met. Less leverage = more risk. Money you receive now is more certain than money later.
What you can do now
- Make the ground rules crystal clear. Which figures count (e.g. EBITDA), over which period (e.g. 12 or 24 months) and according to which accounting rules (no surprises afterwards).
- Keep influence on results. Agree to have a say in budgets, investments and major commercial choices. Without influence, you run the risk, but someone else determines the outcome.
- Put limits in the earn-out. Agree on a minimum and maximum (e.g., "minimum €0, maximum €500,000"). That way you know where you stand.
Practical class
An entrepreneur signed for 30% earn-out on "EBITDA after integration." After acquisition, costs were redistributed and the earn-out was disappointing. A shame, because you can certainly hedge that risk in advance.
7) One serious bidder is enough
"Choice is power at the table."
Misunderstanding: If there is one strong party, it saves hassle.
Reality: competition creates value; without an alternative, your leverage drops. Deadlines keep pace.
What you can do now
- Work with a short, tight process calendar
- Invite multiple logical buyers (strategic as well as financial) and communicate equal ground rules.
- Keep alternatives warm until the deal is really done.
8) Employees should not know anything
"Confidence grows with clarity!"
Misunderstanding: total secrecy prevents hassle.
Reality: Involve your core team early; this reduces leakage risks and accelerates due diligence. Clear direction on communication builds trust.
What you can do now
- Put together a small "clean team" (finance, sales, operations) with NDA.
- Prepare a communication plan: who hears what, when and why.
- Capture critical knowledge (processes, key accounts) so you are less vulnerable.
9) After the transfer, I am ready
"A soft landing requires preparation."
Misunderstanding: on notary's day, you can zoom right out.
Reality: a carryover period is common; guarantees and non-compete can bind you for years to come. Clear role agreements prevent friction.
What you can do now
- Specifically agree on your role and time commitment (e.g., 2 days per week, 6 months, clear goals).
- Understand your obligations: warranties, indemnities, non-solicitation and non-compete.
- Create a handover roadmap (IT, finance, HR, key accounts) with milestones by week.
In summary, selling on your terms starts today
In short: you're not just selling a past result, but more importantly a predictable future. That means: process over chance, proof over promise and conditions over slogans. Value is not automatically price, potential without proof does not convince and 1 bidder is not a strategy. By getting your numbers right, organizing competition and engaging your team, you increase your chances of getting a deal right, substantively and financially.
Are you ready for your next step?
Want to know how your business is doing and what myths still linger with you? Plan here an informal chat Then in 30 minutes you will get concrete follow-up steps for the next 90 days.
