What Buyers Actually Look For When Acquiring a Ghanaian SME

Sellers often prepare for a sale by focusing on the number they want. Buyers, meanwhile, are focused on the things that could make that number wrong. Understanding what buyers actually scrutinize (beyond the headline financials) is the difference between a smooth negotiation and one that stalls at due diligence.

Earnings Quality, Not Just Earnings

A buyer's advisors will normalize your reported earnings before they trust them: removing one-off items, adjusting for owner compensation set below or above market rate, and testing whether revenue is recurring or one-time. A business that looks profitable on paper but whose earnings quality doesn't hold up under this adjustment will see its valuation multiple compressed, sometimes significantly.

Customer Concentration

A small number of customers accounting for a large share of revenue is one of the most common reasons a deal's terms change during negotiation

Buyers will ask for contract terms, renewal history, and relationship length for every material customer

A concentrated customer base isn't automatically disqualifying, but it is almost always priced in: either through a lower multiple or an earn-out structure tied to retention

Key-Person Dependency

If the business cannot function without the owner personally, or without one or two irreplaceable staff, that is a risk a buyer has to underwrite. Documented processes, a second layer of management, and evidence that client relationships extend beyond the owner all directly support a stronger valuation and a cleaner transition.

Licences, Permits, and Regulatory Standing

A buyer's legal review will confirm that every licence, permit, and registration the business relies on is current, transferable, and in the business's own name rather than the owner's personally. Gaps here are common, rarely deliberate, and almost always discovered during diligence rather than disclosed upfront, which erodes trust exactly when it matters most.

Working Capital Normalization

Buyers look closely at what working capital the business actually needs to operate day to day, separate from cash the owner has been extracting. A mismatch between reported cash position and normalized working capital needs is a frequent source of last-minute price adjustments.

What This Means If You're Planning to Sell

None of the above is a reason to delay a sale indefinitely, but each is far cheaper to address before a buyer finds it than during a live negotiation. A seller-side readiness review, run the same way a buyer's due diligence would be run, routinely surfaces these issues early enough to fix them, or at least to have a considered answer ready when they come up.

The Advantage of Preparation

Businesses that go to market prepared (clean financials, documented processes, current licences, and a realistic view of customer concentration) consistently close faster and closer to their asking price than businesses that discover these issues mid-negotiation.