What to do when you receive an offer (or serious interest) to buy your company — first 30 days
You received an email, a call or an expression of interest from someone who wants to buy your company. You did not run a sale process; the interest came to you. The first 30 days are for verifying whether the buyer is serious, protecting your business’s confidentiality and deciding whether it makes sense to continue the conversation. This guide orders the standard steps: what to do first, how to tell real interest from noise, what mistakes to avoid and when to involve an advisor or lawyer. You can use the stage diagnosis to get a checklist based on where you are (just contact, NDA, LOI, etc.).
What did you receive? Types of contact
First contact may be just an exploratory email or call, a request to sign an NDA, an IOI or an LOI. Knowing what stage you are in defines the next steps.
- Email or call with no document. Someone introduces themselves and asks if there is interest in exploring a sale. There is no offer or commitment yet.
- NDA request. The buyer asks you to sign confidentiality before receiving sensitive information. Standard in M&A; do not sign without reviewing scope and term.
- IOI (non-binding letter of intent). Indicates interest and a value range; does not obligate closing. Used to align expectations before an LOI.
- LOI or term sheet. Document with main terms: price, consideration structure, exclusivity, due diligence period. Part is binding (exclusivity, confidentiality); price is usually subject to due diligence.
- Due diligence in progress. Terms are agreed and the buyer is reviewing the company; the 30 days focus on responding to requests and keeping the process on track.
The first 30 days: order of steps
Verify buyer identity and seriousness
Confirm who is contacting you (fund, strategic, advisor), what kind of process they run and what they expect from you in the first few weeks.
Protect confidentiality
Do not share sensitive information until you have a signed NDA that covers scope, term and use of the information. Have your lawyer review the NDA if you are not familiar with M&A standards.
Define what you share
Agree what information is shared at each stage: teaser, CIM, data room. Do not open the full data room until there is clarity on intent and NDA.
Understand the next step within 30 days
Be clear on what should happen in the coming weeks: an IOI, an LOI, a visit, or just a confirmation of interest. If there is no defined next step, ask for one.
You do not have to do everything in one week. The standard is to respond calmly, not share sensitive data without an NDA and be clear on the next milestone before opening the data room.
Signals that the interest is serious
A serious buyer identifies themselves, respects confidentiality and moves with defined steps. These signals indicate the conversation is worth continuing.
- Identifies as fund, company or advisor and explains the type of transaction they are looking for (full acquisition, majority, etc.).
- Asks you to sign an NDA before receiving full financials or data room access.
- Mentions a value range or consideration structure within a reasonable time (weeks, not months with no response).
- Respects your timelines to respond and does not push to skip the NDA or internal preparation.
Mistakes to avoid in the first 30 days
- Sharing sensitive information without an NDA. Detailed financials, key contracts or commercial pipeline are not shared until confidentiality is signed and reviewed.
- Responding in 24 hours under pressure. There is no obligation. Respond when you have been able to verify the buyer and decide what you want to ask for (NDA, scope).
- Signing an NDA without reviewing it. Scope of information, confidentiality term, who can receive the information (affiliates, advisors) and permitted use must be clear. If you do not know M&A standards, a lawyer can review it quickly.
- Opening the full data room without a defined next step. Agree what comes next: a visit, an IOI, an LOI. If the buyer does not define the next milestone, ask for it.
- Ignoring conflicts with other processes. If you already have a process running or exclusivity with another buyer, do not start parallel conversations without legal clarity.
When to involve an advisor or lawyer?
Before signing an LOI or term sheet, it is standard for an M&A advisor or lawyer to review the terms (price, structure, exclusivity, adjustment mechanisms). The guide on working with an M&A advisor in Mexico describes when to hire one and what to expect. If the buyer pushes to skip the NDA or for you to sign an LOI without review, that is a risk signal.
In this guide:
Diagnosis: offer or purchase interest — first 30 days — checklist by your current stage.
What to do as a buyer in the first 30 days — same situation, buyer perspective; useful to understand what may be happening on the other side.
How to sell your company in Mexico — full guide for founders.
How to structure a purchase offer in Mexico — buyer perspective; useful to understand what they expect.
LOI — what it is and what is binding.
NDA — confidentiality in M&A.
Frequently asked questions
- How do I know if the offer or interest I received is serious?
- Signs of seriousness: the buyer identifies themselves (fund, company or advisor), asks for scoped information and signs an NDA before sensitive data, and mentions a value range or structure within a reasonable time. A generic email with no clear identification or no request for an NDA before the data room is not standard in M&A.
- Should I respond quickly to first contact?
- There is no obligation to respond within 24 hours. Respond in a timeframe that lets you verify who the buyer is, whether you have conflicts with other processes, and what you want to ask for (NDA, scope of information). A brief, professional response within 2–5 days is normal.
- When should I involve an advisor or lawyer?
- Before sharing sensitive information (full financials, key contracts) it is advisable to have the NDA reviewed. Before signing an LOI or term sheet, it is standard to have an M&A advisor or lawyer review the terms. If the buyer pushes to skip the NDA or proper preparation, that is a risk signal.
Sources
The first 30 days define whether the conversation continues with order or turns into noise. The guide on how to sell your company in Mexico connects this stage with the full sale process, from preparation to close.
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