SME Deal Compass Frameworks | Buying Steady Cash-Flow SMEs in PL | ETA

Owner Independence Signals

Written by Alex Tsishuk | Feb 3, 2026 2:31:10 PM
 

Owner Independence in Practice: Three Signals Buyers Actually Pay For

In almost every teaser I receive from a broker, there is a bullet point that says: “Owner is willing to exit,” or “Management team in place.”

It sounds good on paper. But when I sit down with an owner for the first time, I am looking for the difference between a statement and reality.

There is a massive gap between an owner who “doesn’t come to the office much” because they are tired, and an owner who has built a business that genuinely does not need them.

For you, as an owner, this distinction might feel subtle. But for a buyer, it is financial.

When I assess a company in Poland or Germany, I am pricing risk. If the business relies on your brain, your relationships, and your intuition, the risk is high. This usually leads to a lower valuation or a deal structure heavily weighted towards an "earn-out" (where you get paid later, only if the business survives without you).

However, if I see three specific signals of independence, the conversation changes. I view the business as a transferable asset. The bank views it as safe leverage. And that means I can pay for value, rather than hedging against risk.

Here are the three signals I actually look for—and pay for.

Signal 1: The "Who Do They Call?" Test

It is easy to say you have a Sales Director. But who does your biggest client call when there is a problem?

In many SMEs, the second line of management handles the routine orders, but the owner handles the "relationship." You play golf with the client’s CEO. You negotiate the annual price increase. You fix the major complaints.

The Signal I Look For:I look for evidence that your key customers and suppliers respect the authority of your team, not just their title.

  • Does your Commercial Manager sign the contracts?
  • Do clients call them to negotiate terms, or do they bypass them and call you?
  • If you go on vacation for two weeks, do major decisions wait for your return?

Why I Pay For It:If the relationships are institutional (tied to the company), I am buying a revenue stream. If they are personal (tied to you), I am buying a rolodex that might become worthless the day you leave.

Signal 2: The Boring Operational Machine

A dependent business runs on the owner’s energy. It pulses. When you are present, things move fast. When you are away, things slow down.

An independent business runs on a rhythm.

The Signal I Look For:I look for the "boring" machinery of management that happens whether you are there or not.

  • Weekly Meetings: Is there a fixed production or sales meeting that happens every Tuesday at 9:00 AM, led by someone else?
  • CRM and Systems: Is customer data in a system (Salesforce, Pipedrive, or even a shared Excel), or is it in your WhatsApp history?
  • Process for Exceptions: When a delivery is late or a machine breaks, is there a protocol, or does the staff freeze and ask, "What does the Boss want to do?"

Why I Pay For It:I am looking for a machine that has its own momentum. If I have to step in and push the boulder up the hill every morning, I cannot focus on growth or strategy. I pay a premium for a business that has an internal engine.

Signal 3: Financial Hygiene (Separation of Church and State)

In a lifestyle business, the company checkbook and the owner’s wallet often overlap. This is normal for many private SMEs—you might run your car, your phone, or family trips through the business to optimize taxes.

But in a transferable business, the financial life of the entity must be distinct.

The Signal I Look For:

  • Market Salary: Do you pay yourself a salary that reflects the work you do? Or do you take a tiny salary and huge dividends? (A buyer needs to know the real cost of replacing you).
  • Transparent Costs: Can I clearly see the true operating cost of the business without having to "add back" twenty different personal expenses?
  • System-Based Reporting: Do the monthly financial reports come from the accounting software, or do you have to manually adjust them in a spreadsheet because "the system is wrong"?

Why I Pay For It:This is about bankability. A bank will lend against clear, proven cash flow. They will not lend against "trust me, the profit is higher if you ignore these expenses."If your financials are clean and independent of your personal life, I can secure better financing. That allows me to offer more cash at closing, rather than asking you to finance the deal via a vendor loan.

The "3-Month" Reality Check

If you want to know where you stand, try this mental exercise.

Imagine you have to leave tomorrow for a 3-month medical treatment where you cannot be reached.

  1. Would your biggest client renew their contract?
  2. Would your staff know how to handle a cash flow gap?
  3. Would the bank freeze the credit line because they haven't heard from you?

If the answer to any of these is "No," you are not yet independent. You are still the engine.

Conclusion: It Is About Trust, Not Just Exit

Building these signals takes time—usually 6 to 12 months of deliberate effort. It involves delegating authority (and letting people make small mistakes). It involves cleaning up the books. It involves stepping back from the ego boost of being the "fixer."

But the reward is tangible.

When I see these signals, I don't just see a business. I see an asset that is safe to buy. And in the world of M&A, safety commands a premium.

You don’t have to disappear from your company today. You just have to prove that the company could survive if you did.

If You Want to Test Your Readiness

If you are looking at these signals and wondering how a buyer would rate your business today, the best next step is a quiet check. You can use the short confidential seller form on my site to outline your current setup. I review these personally and can give you an indicative view on whether your business looks like a transferable asset or a job—and what to fix first.