Key Strategies for Independent Agencies to Successfully Navigate Due Diligence

In a global landscape where independent advertising agencies are increasingly being acquired by international groups, strengthening internal management and preparing for potential sale or merger processes has become a top priority. When an independent agency considers a transaction, there’s a crucial stage that cannot be overlooked: due diligence.

For those unfamiliar, due diligence is a comprehensive assessment—legal, financial, tax-related, and operational—aimed at identifying risks and opportunities before finalising a sale. Successfully navigating due diligence isn’t just about having everything in order; it’s an opportunity to reassess how the agency is structured, how solid its processes are, and how well prepared it is for its next level of growth or transformation.

At TogetherWith, we’ve walked this path and learned that it’s entirely possible to remain flexible, agile, and innovation-driven, without losing sight of the professionalism required for this type of evaluation process. Achieving this requires mindful decision-making over time, committed leadership, and a clear vision of the future that enables aligned decision-making and helps avoid the need to “organise everything at the last minute.”

Here are some key points that every agency aiming to be attractive to international investors or buyers should keep in mind:

1. Labor Compliance and Contingencies Under Control

Labor scenarios in global markets demand transparency and organisation. Keeping documentation up to date, contracts clear, and social security obligations fulfilled is fundamental to building trust and avoiding risks that could hinder a deal.

2. Transparency and Tax Compliance

Rapid growth can lead to disorganised billing or financial flows. Maintaining a clear and compliant tax structure, with invoicing aligned with current regulations and well-documented support, is essential for investors assessing the agency’s value.

3. Structured but Flexible Processes

It’s not about bureaucratisation, but about building clear, scalable, and auditable processes. From proposals to approvals and payments, this demonstrates organisational maturity and reduces dependency on key individuals.

4. Transparent and Proper Corporate Structure

The legal and ownership structure should reflect day-to-day operations. Formalising agreements, keeping documentation up to date, and communicating decisions clearly are essential steps to projecting trust.

5. Independent Culture with Professional Management

Navigating due diligence doesn’t mean losing creative identity or entrepreneurial spirit. It’s about professionalising management while preserving the agency’s essence—achieving a balance that allows for continued innovation and agility.

6. Intellectual Property as a Strategic Asset

Brands, copyrights, and patents are fundamental assets. Registering them, clearly identifying their owners, and ensuring that contracts account for these rights will enhance the agency’s value and protect its innovation.

In an increasingly competitive and global market, preparation is key. Navigating due diligence isn’t just a step in a sales process—it’s an opportunity to consolidate the agency, improve management, and open up new horizons without sacrificing its original spirit.