Selling a business is one of the most significant financial events in a founder's life. It should be planned with the same rigour as a capital raise — but most owners treat it as a transaction that happens to them, rather than a process they lead.
At KSBC, we've advised Thai business owners through full sell-side M&A processes — from preparation to negotiation to close. The same five mistakes appear in nearly every mandate we've seen. Avoiding them doesn't just improve the price; it often determines whether the deal closes at all.
Going to Market Too Early
The most common mistake is initiating a sale before the business is ready for institutional scrutiny. A serious buyer will commission financial due diligence, legal due diligence and commercial due diligence — often simultaneously. If your financial statements have inconsistencies, your contracts are unsigned, or your tax filings have gaps, the process will either collapse or the buyer will reprice significantly.
The right time to begin a sale process is when the business is at or near its historical best — not when you're tired, under pressure or in financial difficulty. Buyers price on trajectory, not potential.
In practice, a business that has 18–24 months of clean, audited financials, documented customer contracts and a management team that operates without constant owner involvement will command a meaningfully higher multiple than one that doesn't — even if the underlying business is comparable.
Underestimating Financial Preparation
Thai SME financial statements are often prepared for tax purposes, not for investor or acquirer consumption. This means revenue may be understated, intercompany transactions are not properly documented, and owner expenses run through the P&L. This is not unusual — but it creates a significant problem in a transaction.
Before going to market, you need a set of normalised financial statements — restated to remove one-time items, owner-specific costs and non-arm's-length transactions. This is the number a buyer will use to value your business, and it's the number you need to defend under diligence.
- 3 years of management accounts, reviewed or audited where possible
- EBITDA normalisation schedule — documented and defensible
- Clean separation of business and personal expenses
- Working capital analysis and seasonal patterns explained
What Buyers Are Actually Buying
Most founders believe their business is valuable because of the relationships they have, the quality of their product, or how hard they've worked to build it. These things matter — but a buyer is pricing something different: the certainty of future cash flows they will receive after you leave.
If the business relies on the founder for key customer relationships, technical knowledge or operational decisions, the buyer faces key-person risk. That risk is priced into the multiple — often severely. A business that can run at 90% capacity without the owner is worth considerably more than one that requires them on-site daily.
This doesn't mean you need to remove yourself from the business entirely before selling. It means you need to demonstrate — through documented processes, a capable management team, and diversified customer relationships — that the business has organisational resilience.
Negotiating Without Representation
Many Thai business owners attempt to negotiate directly with buyers — often well-capitalised strategic or financial acquirers who run deal processes regularly. This is a structural disadvantage.
An experienced buyer knows how to use the LOI, exclusivity, due diligence findings and SPA negotiations to incrementally reprice and retrade. Owners who negotiate alone often find themselves agreeing to terms they didn't fully understand, accepting price adjustments under diligence pressure, or signing representations and warranties they cannot support.
A sell-side advisor does more than manage process. They create competitive tension, control information flow, anticipate buyer tactics, and protect the seller through every negotiation stage — including post-LOI, when most of the real negotiation happens.
Failing to Plan for Tax Consequences
In Thailand, the tax consequences of a business sale vary significantly depending on how the transaction is structured — as a share sale, an asset sale, or a structured disposal through a holding company. The difference can be millions of baht.
Tax planning for a sale should begin at least 12–18 months before a transaction — not during diligence, when options are limited. KSBC has helped clients restructure their holding position ahead of a sale and reduce their tax exposure by over 60% through a properly designed structure.
- Share sale vs. asset sale implications under Thai Revenue Code
- Holding company structures and tax-efficient disposal routes
- Personal income tax vs. corporate income tax on disposal proceeds
- Transfer pricing considerations if selling to a related party
How We Can Help
If you're considering a sale in the next 12–36 months, the right time to engage an advisor is now — not when a buyer approaches you. KSBC works with Thai business owners from the preparation phase through to closing, acting as a personal advisor at every stage of the process.
Our engagements cover business preparation, financial normalisation, tax structure review, buyer identification, process management, due diligence coordination and SPA negotiation. We've been on both sides of Thai M&A transactions — and we know what the other side is looking for.