Getting a buyer to sign an NDA feels like the hard part. It isn't.
At BFS we see it constantly: a seller gets three, four, five signed NDAs on a listing and assumes the business is as good as sold. Then the questions start, the documents come out, and one by one the buyers go quiet.
The deal almost never dies over price. It dies in due diligence, and usually over something the seller could have fixed months earlier. Here are the six things that make buyers walk, in the order we see them.
1. The numbers don't survive contact with the paperwork
This is the number one deal killer, and it isn't always dishonesty. Plenty of sellers genuinely believe their business turns over what they say it does.
The problem is that a buyer doesn't take your word for it. They cross-check three sources: your management accounts, your POS or booking system, and your VAT returns. If those three don't tell the same story, the buyer stops trusting everything else you've said, including the things that were true.
What triggers it:
- Annual revenue that doesn't match twelve months of monthly figures
- Sales in the accounts that are higher than what the POS reports
- Revenue declared to the FTA that is materially lower than what you're showing the buyer
- Cash sales that appear in your figures but nowhere in the bank
What to do before you list: sit down and reconcile the three yourself. If there's a gap, know why and be ready to explain it. A gap you explain up front is a discussion. The same gap discovered by a buyer's accountant is the end of the deal.
2. There are no real financials, only claims
"We make 40,000 a month" is not a financial statement. Neither is a WhatsApp voice note.
Buyers with real money behind them, and especially their accountants, want to see something they can examine. Not necessarily audited accounts. But something.
What they expect to see:
- Twelve months of bank statements, unbroken
- Profit and loss for the last two years, even if unaudited
- VAT returns for the same period
- POS or booking system exports
- Payroll records and the WPS file
- The lease and the trade licence
The sellers who close are not the ones with the best businesses. They are the ones with a folder ready. When a seller says "I'll get that to you next week" three times in a row, the buyer draws their own conclusion long before the documents arrive.
3. The lease is shorter than the buyer's plan
A buyer isn't just buying your fit-out and your customers. They're buying the right to keep trading from that unit.
If the lease has eight months left and the landlord hasn't confirmed anything, the buyer is being asked to hand over hundreds of thousands of dirhams for a business that might have to move next year. Most won't.
What kills it:
- Lease expiring within twelve months with no renewal in writing
- No landlord approval for a transfer of the tenancy
- A landlord who has signalled a large rent increase at renewal
- The unit registered to a person or entity that isn't part of the sale
What to do: get the landlord's position in writing before you go to market. If they'll approve a transfer, that's a selling point. If they'll commit to a renewal, that's worth real money on your price.
4. The business is really just one person, and that person is leaving
This is the quiet one. Everything checks out on paper and the buyer still walks, because halfway through due diligence they realise the business is the owner.
Warning signs a buyer will pick up on:
- Every customer relationship sits with the owner personally
- Suppliers give preferential terms because of who the owner is
- The professional licence, clinic approval or key certification belongs to the owner
- There's no manager, and no one who could run a week without them
- Bookings come through the owner's personal phone and social media
If this is your situation, you don't have to fix it entirely, but you do have to answer it. A named manager, a documented handover period and a transition agreement turn a dealbreaker into a condition of sale.
5. Liabilities the buyer finds instead of being told
There's a version of every liability that costs you nothing and a version that costs you the deal. The difference is who brings it up.
End-of-service gratuity, an outstanding supplier balance, a labour case, a loan against the equipment, unpaid DEWA — none of these are unusual and none of them are fatal. Buyers price them in. What they don't forgive is finding out on their own.
Disclose early:
- Accrued end-of-service liability for all staff
- Any bank finance or asset lease
- Supplier balances and outstanding cheques
- Open labour, rental or commercial cases
- Customer deposits, prepaid packages or unused memberships still owed
Prepaid packages catch out salons, gyms and clinics constantly. If you've sold a year of memberships and spent the money, the buyer is inheriting the obligation to deliver them. Put it on the table and adjust the price for it.
6. The seller won't let the buyer close the loop
Sometimes everything is genuinely fine and the seller still loses the buyer, by refusing the last few steps.
A serious buyer at the end of due diligence will want to visit the premises, meet the manager, see the systems live and speak to you directly. Sellers refuse for understandable reasons: staff don't know, competitors might find out, the landlord shouldn't hear about it yet.
Those concerns are legitimate. Refusing outright isn't the answer, though. Manage it instead:
- Site visits outside trading hours or presented as a supplier meeting
- A live screen-share of the POS rather than an on-site login
- The seller meeting held off-site or on a call
- Staff told only at the point of signing, with the buyer bound by the NDA in the meantime
A buyer who can't verify what they're buying will assume the worst. Every time.
What this looks like from the other side
Buyers in this market have options. On any given month our listings include profitable businesses across clinics, gyms, nurseries, F&B, retail and services. A buyer who hits three unexplained gaps in your file doesn't argue with you about it. They move to the next listing, and you never hear why.
That's the part sellers miss. The buyer who walked away rarely tells you the real reason. They say the timing isn't right, or their partner wasn't convinced, and they disappear.
How to protect your deal before you list
- Reconcile your accounts, POS and VAT returns, and explain any gap yourself
- Build the document folder before the first NDA is signed, not after
- Get the landlord's position on renewal and transfer in writing
- Name a manager and document what actually happens day to day
- List every liability, including prepaid customer obligations, and price them in
- Decide in advance how you'll handle site visits and staff confidentiality
None of this makes a weak business strong. What it does is stop a good business from losing a good buyer for no reason, which is what we see far more often.
Frequently Asked Questions
How long does due diligence take when buying a business in the UAE? For a small to mid-sized business, usually two to six weeks from NDA to offer, assuming the seller has documents ready. Where the seller is still gathering paperwork, it commonly stretches past two months, and buyer interest cools as it does.
Do I need audited accounts to sell my business in Dubai? Not always. Many smaller businesses sell on unaudited management accounts supported by bank statements, VAT returns and POS data. What matters is that the sources agree with each other. If they don't, audited accounts won't save the deal.
Should I tell my staff the business is for sale? Most sellers don't, and that's usually the right call at the early stage. Plan the point at which you will tell them, though, because a buyer will want to meet key staff before completion.
What happens to staff visas and end-of-service when a business is sold? It depends on whether the deal is a share sale or an asset sale. In a share sale the company continues and the liabilities travel with it. In an asset sale, staff usually need to be transferred or settled. Either way the accrued end-of-service cost is real money and should be reflected in the price.
Why did my buyer stop replying after signing the NDA? In our experience it's rarely price. It's usually that something in the information pack didn't match what they were told before signing, or that requested documents never arrived.
Selling a business in Dubai?
BFS Commercial Brokers works with sellers across Dubai and the wider UAE, from clinics and nurseries to gyms, restaurants and retail. If you're thinking about selling, we'll tell you honestly what your file is missing before a buyer finds it.
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