When software and technology founders start considering an exit process, one of the first questions they often ask is: how long will this take? The honest answer has two parts. A structured sell-side process typically runs six to nine months from the day you engage an advisor to the day the deal closes.
However, the headline number hides a second clock. Before a process even begins, preparation, the work of getting financials and metrics buyer-ready, usually adds six to eighteen months.
This article separates the two clocks, walks through the duration of each phase of a live process, explains what makes a sale faster or slower, and shows you when to start preparing.
The short answer, and the longer one
The live, advisor-run process typically takes six to nine months. That range holds across most mid-market software transactions when the company runs a structured, competitive sale rather than reacting to a single inbound offer.
At L40º, for example, one of the fastest deals we have run involved an API management software company and was completed from start to finish in just four months. That is the exception, not the timeline founders should plan around. Most deals take a couple of months longer.
The longer answer is where founders get caught. Many conflate the live process with the preparation that precedes it, but they are not the same clock. The process is the part an advisor manages and can largely predict. Preparation is the part you control, and it is usually the longer of the two. A founder who starts the process with clean books, documented metrics, and an organized data room moves through it materially faster than one assembling those things mid-flight. The six-to-nine-month figure is real, but it only describes the part of the timeline that begins only after the harder work is already done.
The two clocks: preparation versus the live process
Understanding the timeline starts with separating the two phases founders tend to merge into one.
- The live sell-side process is the structured, advisor-run sequence that takes a company from engagement to close. It is predictable, typically six to nine months, because it follows a defined set of phases with a clear order and clear milestones.
- Preparation is the work of making a company buyer-ready: clean financial reporting, documented metrics, reduced owner dependency, and an organized data room. It is variable, typically six to eighteen months, and is mostly within the founder’s control.
The distinction matters because of who holds the wheel. Once the live process begins, the pace is shaped by buyers, advisors, lenders, and counsel, and is no longer entirely in the founder’s hands. Preparation is the opposite. It is the clock you own.
Founders who close at the shorter end of the range are rarely just lucky. In most cases, they completed the preparation work before the process began. This is why it is worth speaking with an experienced M&A advisor well before going to market: to understand the valuation range the business may command today, what could move it toward the higher end of that range, and which gaps should be addressed before buyers begin looking closely.
What happens in each phase of the live process
L40° runs every mandate through a four-phase sequence, the L40° Sell-Side Process. Each phase carries its own work and its own typical duration.
- Prepare & Position (4 to 6 weeks): the advisor pressure-tests the financials and metrics, builds the equity story, prepares the confidential information memorandum (CIM), and maps the buyer universe. Much of the heavy lifting here depends on how ready the company already was before launch.
- Targeted Outreach (4 to 8 weeks): NDAs go out, the teaser reaches a curated buyer list, and qualified buyers engage. This phase ends as initial indications of interest start to arrive.
- Drive Negotiations (4 to 6 weeks): management meetings, conversion of indications into a letter of intent, and the move into exclusivity with the buyer who offers the best combination of price, terms, and certainty.
- Execute & Close (8 to 12 weeks): confirmatory diligence, the definitive agreement, and the transfer of funds. This is usually the longest phase, and the one most exposed to the quality of the seller’s information.
What makes a SaaS sale faster or slower
Two companies of similar size can run very different timelines. These are the factors that explain the gap, starting with the one a founder controls most directly.
- Quality of your information: the single biggest controllable factor. A seller who answers the first wave of diligence quickly, with backup, keeps momentum and buyer conviction high. Patchy or disorganized data lengthens preparation before launch and slows every phase after it.
- Buyer type: PE-backed platform add-ons run a repeatable, well-rehearsed acquisition process and tend to move quickly. First-time strategic buyers build conviction more slowly and may need more education along the way.
- Deal complexity: customer concentration, messy contracts, and structural elements such as earnouts or equity rollover all extend diligence and negotiation.
- Cross-border elements: multiple jurisdictions add legal, tax, and regulatory steps that lengthen the close.
- Seasonality and market conditions: launch timing relative to holidays and buyer investment cycles affects how fast a process gains traction.
The pattern is consistent: a company that can answer its first thirty diligence questions with documentation almost always reaches a letter of intent faster than one assembling that data mid-process.
When to start preparing
Start before you think you need to. The preparation clock is long and entirely yours to run, which makes it the highest-leverage time investment in the entire exit. Founders who give themselves a year or more of runway can clean up reporting, reduce owner dependency, and strengthen the metrics buyers reward, all without the pressure of a live process bearing down.
Tie it back to the two clocks. You cannot compress the live process by much; it moves at the pace buyers and counsel set. You can compress the preparation clock to nearly nothing, or let it stretch to two years, and that choice is made long before any advisor is engaged.
What this means for founders
The headline number is real but incomplete: plan for the process, prepare for the total. A six-to-nine-month process sitting on top of six to eighteen months of preparation means a realistic founder should think in terms of twelve to twenty-four months from first serious intent to closed deal.
Preparation is where the timeline is won. The founders who closed at the short end did not move faster through the process; they arrived at it ready. Running a structured, competitive sell-side process is what makes the six-to-nine-month range achievable, and readiness is what lets you start it on your terms rather than a buyer’s.
A disciplined process is what makes the timeline work
Six to nine months is not a promise; it is what a disciplined process delivers when the company behind it is ready. The work that determines the outcome happens before the clock you can see starts ticking.
Talk to L40° about your timing and what preparation would look like for your business, ideally well before you intend to run a process.
