Forget "90-Day Close": What Actually Gets SME Deals Done

The M&A industry loves its myths. None is more persistent—or more damaging—than the "90-day close." Browse any deal-making forum or broker website, and you'll find promises of rapid exits and compressed timelines that sound too good to be true. They are.

Here's the reality: speed comes from readiness and fit, not arbitrary deadlines. Most deal delays trace to messy accounts, unclear cash flows, weak documentation, and misaligned expectations between buyers and sellers. The businesses that close fast aren't racing against a clock—they're prepared.

The 90-Day Mirage: Why Timelines Slip

According to data from the British Business Bank's research on SME transactions, the median time from initial approach to completion for sub-£10m deals is 6-9 months, not 90 days. When deals take longer, the culprits are predictable:

• Financial opacity: 34% of deal delays stem from accounting issues, including unclear cash flows, unnormalised EBITDA, and missing management accounts

• Documentation gaps: Poor contract hygiene, unclear IP ownership, and incomplete employee records stall due diligence

• Unrealistic expectations: Sellers anchored to inflated valuations reject reasonable offers, extending marketing time

• Financing complexity: Deals requiring external funding add 2-4 months to timelines, particularly when buyer leverage is involved

The Companies House dissolution statistics tell a sobering story: in FY 2024/25, over 12,500 UK businesses entered Members' Voluntary Liquidation—many because owners couldn't find buyers despite viable operations. The problem wasn't market demand; it was readiness.

Readiness Beats Speed: Clean Accounts, Clean Data

Fast deals share common characteristics that have nothing to do with artificial timelines and everything to do with preparation. The cleanest transactions we see involve sellers who've invested in three areas:

Financial hygiene means normalised accounts that clearly separate owner-operator benefits from underlying business performance. This includes adjusting for above-market salaries, personal expenses run through the business, and one-off costs. A clean set of management accounts covering 24-36 months, prepared to UK GAAP standards, answers 80% of initial buyer questions before they're asked.

Data discipline extends beyond accounting. Buyers need to understand customer concentration (what percentage of revenue comes from the top 5 clients?), churn patterns, supplier dependencies, and key employee risks. Businesses with this information readily available—ideally in a structured format—progress through due diligence 40% faster than those scrambling to compile basic metrics.

Document control covers everything from employment contracts and supplier agreements to IP registrations and regulatory compliance. A data room that's organised, searchable, and version-controlled signals professionalism and reduces buyer uncertainty about hidden liabilities.

Fit, Terms, and Risk Allocation Trump "Price"

The obsession with headline price is another transaction killer. According to ICAEW research on SME deals, 67% of transactions include some form of deferred consideration—earn-outs, seller loans, or equity rollovers. Structure matters more than sticker price.

Smart sellers understand this trade-off. A £2m cash offer might feel less attractive than a £2.5m deal with £500k in earn-outs, but cash certainty often outweighs the higher headline, particularly for retirement-age owners prioritising clean exits over maximum proceeds.

Terms also reveal buyer quality. Operators with track records offer different risk profiles than financial buyers or first-time entrepreneurs. The best fits combine financial capability with relevant sector experience and cultural alignment—factors that predict smoother integrations and better long-term outcomes for both sides.

Diligence Discipline: Fast Triage Before Deep Spend

Professional due diligence can cost £50-150k for a typical SME transaction, covering financial, legal, tax, and commercial workstreams. The tragedy is how much of this spend goes toward discovering basic problems that lightweight triage could have identified for a fraction of the cost.

Effective triage focuses on three areas:

Financial sanity checks involve reviewing 24 months of management accounts, understanding working capital patterns, and stress-testing key assumptions about growth, margins, and cash generation. Red flags include declining gross margins, increasing debtor days, or unexplained cash flow gaps.

Customer health analysis examines concentration risk, payment terms, and relationship quality with major accounts. Businesses where >40% of revenue comes from a single customer or contract face immediate buyer scepticism and valuation discounts.

Legal and regulatory scanning identifies obvious compliance gaps, contract issues, or IP vulnerabilities that could derail transactions. This isn't about comprehensive legal review—it's about spotting deal-breakers before expensive advisors get involved.

The businesses that complete this triage before marketing save months of back-and-forth and thousands in aborted advisory costs. They also command better terms because buyers perceive lower execution risk.

How AI Tools Reduce Friction Across Stages

Technology can't solve fundamental business problems, but it can eliminate much of the administrative friction that slows deals. Modern AI-powered platforms help sellers prepare more efficiently and buyers evaluate opportunities more systematically.

Readiness assessment tools analyse financial data, highlight normalisation opportunities, and flag documentation gaps that commonly stall transactions. Rather than discovering these issues months into a process, sellers can address them upfront.

Document generation automates the creation of teasers, Confidential Information Memoranda (CIMs), and initial term sheets based on structured business data. This eliminates the 4-6 week delay most sellers face when preparing marketing materials.

Due diligence workflow management creates buyer-specific information requests, tracks document provision, and maintains audit trails that satisfy regulatory requirements. Organised data rooms with clear naming conventions and version control reduce buyer questions by up to 60%.

The goal isn't to replace human judgment or advisory expertise—it's to ensure these valuable resources focus on strategy, risk assessment, and negotiation rather than administrative tasks and basic data hygiene.

The Real Timeline: Preparation Plus Process

So what does a realistic SME transaction timeline look like? For businesses that invest in upfront preparation:

• Readiness phase: 3-6 months to clean accounts, organise documents, and address obvious gaps

• Marketing phase: 2-4 months to identify, qualify, and negotiate with serious buyers

• Due diligence and completion: 3-4 months for professional review, financing, and legal completion

That's 8-14 months from decision to close—longer than the mythical 90 days, but dramatically faster than the 18-24 months many unprepared businesses endure. The difference is front-loading the work that would otherwise cause delays later in the process.

The UK's demographic shift makes this preparation increasingly crucial. With 127,000 businesses run by retirement-age owners and only 1.4% of UK companies formally marketed for sale at any given time, competition for buyer attention will intensify. Sellers who invest in readiness will stand out; those chasing artificial timelines will struggle.

The 90-day close isn't just unrealistic—it's counterproductive. It encourages shortcuts that lead to failed transactions, disappointed owners, and unnecessary business liquidations. The alternative is straightforward: slow down to speed up. Get the fundamentals right, match with appropriate buyers, and execute with discipline.

That's what actually gets SME deals done.

About Acquisition Masters: We help UK SME owners prepare for successful exits through AI-powered deal tools and structured learning pathways that address the real causes of transaction failure—before they become problems.

This article provides general information, not financial, legal, or tax advice.