What to do as a buyer in the first 30 days — contact with a seller in Mexico
You are the buyer. You contacted a seller — founder or company — who has an SME in Mexico and expressed interest in selling or at least in listening. The first 30 days are for establishing the order of steps: NDA, preliminary information, IOI or LOI, and due diligence. Many conversations break because the seller has no process and no one defines the next milestone. This guide orders what to do on the buyer side: how to move forward without burning trust and how to read the signals that the seller is serious. You can use the buyer diagnosis to get a checklist by the stage your conversation is in.
What stage is the conversation in?
First contact may be just your email or call, a request for an NDA, sending an IOI or LOI, or already the due diligence phase. Knowing where you are defines what to ask for next.
- First contact, no response yet. You sent an email or placed a call; the seller has not responded. Reasonable window: 2–5 business days before a reminder.
- NDA sent or signed. The NDA is in progress or already signed. The next step is to agree what information they share first and by when.
- IOI or LOI. There is an indicative offer or letter of intent. Define what is binding, exclusivity timelines, and data room opening for due diligence.
- Due diligence in progress. Terms are agreed and you are reviewing the company. Keep a single point of contact and clear response timelines.
The first 30 days: order of steps
- Identify yourself and define the next step. Introduce yourself clearly (fund, strategic, advisor) and state what you expect in the first few weeks: NDA, preliminary information, visit. If the seller does not know the standard order, you propose it.
- Sign NDA and agree what information comes next. Send a standard NDA or accept the seller’s once reviewed. After signing, agree what is shared first (teaser, CIM, partial data room) and by when. Without a defined next milestone, the conversation stalls.
- Keep a single point of contact and realistic timelines. Avoid multiple people contacting the seller. Define who speaks for your side and respect the timelines you propose. If you ask for something in 48 hours and the seller is a founder with no team, adjust expectations or allow more time.
- Move toward IOI or LOI with clear terms. When there is enough information, present an IOI or LOI with price or range, consideration structure, and conditions. Make clear what is binding (exclusivity, confidentiality) and what remains subject to due diligence.
The seller may not know the standard order. As the buyer, you can propose the steps and timelines; that reduces the chance of the conversation stalling due to inaction on the other side.
Signals that the seller is serious
A serious seller responds within reasonable time, signs an NDA before receiving sensitive data, and defines the next milestone with you.
- Responds to first contact within a week (or explains the delay).
- Accepts or proposes an NDA before receiving full financials or data room.
- Agrees with you what information they share at each stage and by when.
- Does not ask to skip the NDA or push for information that is not appropriate yet.
Mistakes to avoid as a buyer
- Pushing for a response in 24 hours. The seller may be consulting with partners or counsel. Allow 2–5 days and, if no response, send a brief reminder.
- Asking for the full data room without defining the next milestone. Agree what comes after the NDA (teaser, CIM, visit). Without that, the seller does not know what to open or when.
- Multiple people contacting the seller. A single point of contact on your side avoids confusion and conveys seriousness.
- LOI with vague terms or unrealistic timelines. Make clear what is binding, the exclusivity period, and due diligence milestones. If the seller has no advisor, you can propose a reasonable draft.
In this guide:
Diagnosis: buyer — first 30 days — checklist by conversation stage.
How to buy a business in Mexico — full guide for buyers.
How to structure a purchase offer in Mexico — price, consideration, and conditions.
Why the conversation breaks when you want to buy a business in Mexico — perspective and what to do about it.
LOI — what it is and what is binding.
Frequently asked questions
- How long is it normal to wait for the seller to respond to first contact?
- Two to five business days is standard. If there is no response within a week, a brief, professional reminder is reasonable. If there is no response after two attempts in two weeks, it is not the right time for them or they have no defined process; do not push beyond that.
- The seller signed the NDA but is not sharing information. What do I do?
- Agree explicitly on the next step: what they will share first (teaser, CIM, basic data) and by when. If more than 5–7 days have passed since signing with no progress, an email reminding them of the next milestone helps. If they still do not respond, the conversation is not a priority on the other side.
- When does it make sense to involve an advisor or lawyer as a buyer?
- Before signing an LOI or sending an offer with binding terms (exclusivity, confidentiality), it is standard for your side to review the terms. If the seller has no advisor, you can still run the process; just ensure steps and timelines are in writing to avoid misunderstandings.
Sources
- Fox, David & Wolf, Daniel (Kirkland & Ellis) — Letters of Intent: Ties that Bind?, Harvard Law School Forum on Corporate Governance, January 2010.
- DLA Piper — Letters of intent for buying/selling a business, August 2020.
- Ballard Spahr LLP — Letters of intent and term sheets in the context of M&A transactions, Lexology, 2012.
The first 30 days define whether the conversation continues with order. The guide on how to buy a business in Mexico connects this stage with the full process, from search to close.