Selling your business, step by step

Last updated 29 September 2026

Every step of selling a small business in Japan, in order: from the first conversation to the months after you hand over the keys. At each step we say who can help: the free public centres, your own advisers, and Keisho Scout.

Highlights

Allow time. Finding the right buyer usually takes a few months to a year.¹
Free help exists. Public Business Succession Support Centres give free advice, including second opinions on a private adviser.²
Tell people last. As a rule, staff and suppliers hear only after the sale closes.¹
Plan for your guarantee. If you've personally guaranteed the company's loans, plan their release in the final agreement.¹

1SME Agency: M&A guidelines for small businesses (3rd edition), read on 2026-09-29
2SME Support Japan: help with third-party succession, read on 2026-09-29

Before you decide

Most of this happens before any buyer hears about the business, and none of it commits you to selling.

Step 1: Talk to someone early
The first thing to do is talk to someone you already trust: your tax accountant, your bank, your chamber of commerce, or the public Business Succession Support Centre. Talk to them precisely because you haven't decided yet.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
Before you have decided anything
Who's involved
Your tax accountant, your bank, a chamber of commerce, or a Business Succession Support Centre
The exact rule
For a first conversation, copies of your last three years' tax returns, financial statements and account breakdowns are enough. A company brochure or website printout helps if you have one. Anything more can wait until an adviser asks for it.
Source: 中小企業庁 — 中小M&Aガイドライン（第3版） — read on 2026-09-29
Scout's tip
The centres' consultations are free. They are staffed by SME consultants, former bankers, tax accountants and certified accountants, and they can give a second opinion on advice from a private firm.
SME Support Japan: help with third-party succession
Watch out
Tell your adviser the awkward things first. Raising bad news early gives them time to find a way around it.
SME Agency: M&A guidelines for small businesses (3rd edition)
How Keisho Scout helps
Before we open, leave your email at the end of this page and someone from Keisho will reach out. You don't need to have decided anything. Once you have a listing, your dashboard has a message line to Keisho for any question, about your listing or about selling in general.
Step 2: Decide what you want
Think about your life after the sale: staying involved for a while, starting something new, or stepping away altogether. Then rank your conditions for the sale, and settle which ones you will not give up.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
Alongside the first conversations
The exact rule
Before going further, confirm that nobody in the family or the company will take over, and get the agreement of close family, especially children and siblings.
Source: 中小企業庁 — 中小M&Aガイドライン（第3版） — read on 2026-09-29
Scout's tip
The price and keeping your staff are the usual priorities, but they are not the only conditions worth writing down.
SME Agency: M&A guidelines for small businesses (3rd edition)
Watch out
Keep it confidential from the start. Apart from close family and a few senior people, others should as a rule hear after the sale closes, or at the earliest after the final agreement. Sales have fallen through because word got out.
SME Agency: M&A guidelines for small businesses (3rd edition)
How Keisho Scout helps
Our listing form asks what you would like to happen to your staff, how long you could stay on, how soon you would like to sell, and whether you would consider a buyer from outside Japan. Your conditions are written down before any buyer reads about the business.
Step 3: Put the shares and assets in order
To sell the whole company, you generally have to hold all of its shares. Holding at least two-thirds of the votes lets the most important decisions pass at a shareholders' meeting.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
Before you look for a buyer
Who's involved
Your tax accountant, and a lawyer where there is a legal question
The exact rule
Check that the shareholder register is correct, and that no shares sit in the name of a relative or friend who never paid for them. Check the business's property too: land or equipment in someone else's name, under a mortgage, or in dispute can get in the way of a sale.
Source: 中小企業庁 — 中小M&Aガイドライン（第3版） — read on 2026-09-29
Watch out
Separate the company's property from your own. In family businesses the two are often mixed, and sorting them out after the final agreement is a known cause of disputes.
SME Agency: M&A guidelines for small businesses (3rd edition)
How Keisho Scout helps
Our listing form asks how you came to own the business. Keisho then checks that it is yours to sell before any buyer sees real figures, so a gap shows up early, not in front of a buyer.

Finding a buyer

How you look for a buyer decides who sees what, and when. This is where Keisho Scout comes in.

Step 4: Choose how you'll find a buyer
There are three broad ways to find a buyer: through an intermediary or a financial adviser, by approaching someone yourself, or through an online M&A platform. They can be combined, for example finding a buyer online and bringing in an adviser for the contracts.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
Once you have decided to sell
The exact rule
An intermediary works for both sides and is usually paid by both. A financial adviser works for one side only. Neither is better in general; which fits depends on what matters most to you.
Source: 中小企業庁 — 中小M&Aガイドライン（第3版） — read on 2026-09-29
Scout's tip
The SME Agency runs a register of M&A support firms. Its database shows each registered firm's fees, including its minimum fee, so you can compare firms before signing with one.
SME Agency: M&A guidelines, overview page
Watch out
On a platform, even an anonymous listing can sometimes be traced back to you, and anything put online is hard to take down. Post only what you could live with being seen.
SME Agency: M&A guidelines for small businesses (3rd edition)
How Keisho Scout helps
Keisho Scout is an online platform. Listing is free, and a sale you run yourself costs nothing when it completes. If you'd rather have Keisho represent you, that is the Managed Sale plan: nothing to pay upfront, and a success fee only if the sale completes.
Compare the plans
Step 5: Read the adviser's contract
Before signing with an adviser, look closely at four clauses: exclusivity, limits on dealing with buyers directly, the tail clause, and confidentiality.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
Before you sign with an adviser
The exact rule
The guideline's benchmarks: an exclusivity period of six months to a year at most. A tail clause lets an adviser claim a fee for a sale after the contract ends; its period should be two to three years at most, and cover only buyers that adviser introduced.
Source: 中小企業庁 — 中小M&Aガイドライン（第3版） — read on 2026-09-29
Scout's tip
Fees can include a signing fee, a monthly retainer, an interim payment and a success fee. Some firms charge only the success fee, and many set a minimum fee.
SME Agency: M&A guidelines for small businesses (3rd edition)
Watch out
Check that the confidentiality clause still lets you ask your accountant, a lawyer or a succession centre for a second opinion. Some advisers do not allow one once the contract is signed.
SME Agency: M&A guidelines for small businesses (3rd edition)
How Keisho Scout helps
Keisho's agreement with you is not exclusive, so you can keep working with other advisers. It runs for six months and does not renew by itself, and its tail lasts 12 months and covers only buyers named in it. Our lawyers are finalising the full text.
Step 6: Get a sense of the price
An adviser or accountant values the business, commonly from its net assets or by comparison with similar companies. The valuation is a starting point. The price is whatever you and the buyer agree.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
Before you set an asking price
Who's involved
An adviser or your accountant
Scout's tip
Buyers value more than the accounts: skilled staff, loyal customers, a local name, licences, know-how. A small or loss-making business can still find a buyer.
SME Agency: M&A guidelines for small businesses (3rd edition)
How Keisho Scout helps
On Keisho Scout the price is yours to set. Give a rough figure, or choose "price on application" and Keisho will talk it through with you before the listing goes live. Buyers see a range, never the exact number, and the same goes for your revenue and headcount.
Step 7: Put the business in front of buyers
Buyers are usually first shown an anonymous summary that does not identify the business. Those who are interested sign a confidentiality agreement before they receive a detailed profile.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
When you start looking
Scout's tip
Tell your adviser early if there is anyone you'd like approached first, or anyone who must not be approached at all.
SME Agency: M&A guidelines for small businesses (3rd edition)
How Keisho Scout helps
On Keisho Scout, the public listing names nobody. You answer a short, guided form, and each question says who will see the answer. Keisho reads everything within three business days, and you confirm the English version before anything goes up.
See every question we ask
Step 8: Decide who to talk to
If no buyer comes forward straight away, the sale can still happen: a buyer who values the business can appear after several false starts. If the search stalls, ask your adviser why, and consider another adviser or a platform.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
As interest comes in
How Keisho Scout helps
Every buyer on Keisho Scout verifies their passport and is on a paid plan before they can ask about a business. You read each request and decide yourself, one buyer at a time. Before any buyer sees real figures, you sign the agreement with Keisho. On Managed Sale, Keisho screens buyers before you see them. Some buyers live overseas; our guide for buyers shows what they are told.
Read our guide: Buying a business in Japan, step by step

Agreeing the deal

From the first meeting to the final agreement. This is the stretch to have advisers beside you for.

Step 9: Meet the buyer
Meet the buyer's owner in person. It is where you judge their values and character, and where they judge yours, so come prepared and be straightforward.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
Once a buyer is serious
Scout's tip
Staff are most owners' biggest worry. Mass layoffs after a small-business sale are said to be uncommon, but check how the buyer intends to treat your senior people.
SME Agency: M&A guidelines for small businesses (3rd edition)
How Keisho Scout helps
Once you approve a buyer and they sign the confidentiality agreement, they see your company's name and address, and can contact the business through the business contact route you gave, if you gave one. Your own name, email and phone number are never passed on. If you would like Keisho at the first meeting, we can arrange it. On Managed Sale, Keisho stays in the middle throughout.
Step 10: Sign a basic agreement
When the main terms are broadly agreed, sign a basic agreement. It covers the structure of the sale, a provisional price, what happens to you and your staff, and the timetable to the final agreement. Sign it with an adviser's help.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
When the main terms are agreed
Who's involved
Your adviser, or a lawyer
How Keisho Scout helps
From here, a sale you run yourself is between you and the buyer, with your own advisers. On Managed Sale, Keisho represents you.
Step 11: Let the buyer check the business
The buyer now examines the business's finances, legal position, operations and tax, usually through accountants and lawyers. Which checks to run is the buyer's call.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
After the basic agreement
Scout's tip
If your staff don't know yet, the checks can be done without them noticing. Follow the advisers' instructions on how.
SME Agency: M&A guidelines for small businesses (3rd edition)
Watch out
A lighter check can cost you later: the less the buyer examines, the more the final agreement tends to ask you to guarantee.
SME Agency: M&A guidelines for small businesses (3rd edition)
How Keisho Scout helps
Documents you give Keisho are never published. Keisho releases them only to a buyer you have approved who has signed the confidentiality agreement.
Step 12: Choose how the sale is structured
Most sales take one of two forms. In a share sale, the buyer buys the company's shares and the company carries on as it is. In a business transfer, the company sells the business itself, and the buyer chooses which assets and contracts to take.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
Settled in the final agreement
Who's involved
Your tax accountant, because the choice affects your tax
The exact rule
If you sell shares in an unlisted company, the gain is taxed separately from your other income: 15% income tax and 5% residence tax, plus the special reconstruction income tax.
Source: 国税庁 — No.1463 株式等を譲渡したときの課税（申告分離課税） — read on 2026-09-29
Scout's tip
If you run the business as a sole proprietor, the sale is normally a business transfer.
SME Agency: M&A guidelines for small businesses (3rd edition)
Step 13: Look after your staff
In a business transfer, an employee's contract moves to the buyer only if that employee agrees. Talk to each person in good time, and to the union or staff representative before that.
Ministry of Health, Labour and Welfare: staff in a business transfer
When
Before the final agreement
Scout's tip
Write what happens to your staff into the final agreement, for example a commitment by the buyer to try to keep them employed.
SME Agency: M&A guidelines for small businesses (3rd edition)
Step 14: Release your personal guarantee
If you have personally guaranteed the company's loans, consider making their release, or their transfer to the buyer, the buyer's obligation in the final agreement, and say what happens if it doesn't go through.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
Negotiated with the final agreement
Who's involved
Your bank, and a lawyer
The exact rule
Whether a guarantee is released is ultimately the lender's decision. A formal release comes after closing, once the company's registered representative has changed.
Source: 中小企業庁 — 中小M&Aガイドライン（第3版） — read on 2026-09-29
Scout's tip
A lawyer or a succession centre can advise you, and a lawyer can deal with the bank on your behalf.
SME Agency: M&A guidelines for small businesses (3rd edition)
Step 15: Sign the final agreement
The final agreement fixes what is sold, when, for how much and how it is paid; what happens to you and your staff; the personal guarantee; what you promise about the business; and any agreement not to compete.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
After the buyer's checks
Who's involved
A lawyer
Scout's tip
If an adviser's explanation leaves you uneasy, get a second opinion on the contract before you sign.
SME Agency: M&A guidelines for small businesses (3rd edition)
Watch out
Be wary of promises about the business with no time limit or no cap, and of a price paid in instalments after closing. Both are common causes of disputes.
SME Agency: M&A guidelines for small businesses (3rd edition)
How Keisho Scout helps
On a sale you run yourself, Keisho Scout doesn't draft or negotiate the contract; this is the step to bring in a lawyer. On Managed Sale, Keisho represents you.

Handing over

Closing is not quite the end. The months after it decide how well the business carries on.

Step 16: Close the sale
At closing, the shares or the business change hands and the buyer pays. Confirm that the money has actually arrived.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
The day the sale completes
Who's involved
A judicial scrivener, and your bank
The exact rule
If property changes hands in a business transfer, it is registered soon after closing, so the registration papers are usually exchanged on the day with a judicial scrivener. Releasing a mortgage may need arranging with your bank in advance.
Source: 中小企業庁 — 中小M&Aガイドライン（第3版） — read on 2026-09-29
How Keisho Scout helps
A sale you run yourself costs nothing on Keisho Scout when it completes. On Managed Sale, the success fee falls due now; the full schedule is on the plans page.
Compare the plans
Step 17: Hand over the business
After closing, help the buyer take over: tell staff and suppliers, change the names on leases and loans, and pass on how the work is done. This usually takes from three months to a year.
SME Agency: M&A guidelines for small businesses (3rd edition)
When
The months after closing
Scout's tip
If a dispute comes up after closing, go to a lawyer. An adviser's role normally ends at closing.
SME Agency: M&A guidelines for small businesses (3rd edition)
Watch out
Check leases and other contracts early for a change-of-control clause. Some need the other party's agreement before closing.
SME Agency: M&A guidelines for small businesses (3rd edition)

Highlights

Before you decide

Step 1: Talk to someone early

Step 2: Decide what you want

Step 3: Put the shares and assets in order

Finding a buyer

Step 4: Choose how you'll find a buyer

Step 5: Read the adviser's contract

Step 6: Get a sense of the price

Step 7: Put the business in front of buyers

Step 8: Decide who to talk to

Agreeing the deal

Step 9: Meet the buyer

Step 10: Sign a basic agreement

Step 11: Let the buyer check the business

Step 12: Choose how the sale is structured

Step 13: Look after your staff

Step 14: Release your personal guarantee

Step 15: Sign the final agreement

Handing over

Step 16: Close the sale

Step 17: Hand over the business