Advisory: valuation memorandum

Business valuation: a defensible value, not a magic number

How much is your company worth? The question sounds simple; the answer commits years of work. A number put forward without method gets dismantled at the first negotiation. Sagora produces valuation memoranda grounded in discounted cash flows, controlled by market benchmarks, that document every assumption and lead to a range you can defend before a buyer, a bank or the tax authorities.

When should you have your company valued?

A rigorous valuation becomes essential as soon as a decision commits the capital: selling or transferring the company, welcoming an investor or a partner, anchoring a shareholders' agreement to a value base, or preparing a fundraising round. In each of these contexts, the retained value will be challenged: it has to hold.

Sale or transfer: arbitrating the tension between seller price and buyer prudence.
Shareholders' agreement or new partner: anchoring a stable value base over time.
Fundraising: the valuation determines the dilution, not just the amount raised.
Succession or dispute: producing a traceable, documented value that can be put to a third party.

Who can value a company in Belgium?

Several professionals value companies, with different roles. The right counterpart depends on the operation and on what the law requires.

Sagora acts as an independent adviser. The valuation memorandum serves as a basis for negotiation and for discussions with the bank or the tax authorities; where the law requires a statutory auditor's report, it can feed into their work without replacing it.

The statutory auditor (réviseur d'entreprises): their report is required by the Code of Companies and Associations for certain operations, such as a contribution in kind on incorporation or a capital increase.
The court-appointed expert: appointed by a court in a dispute, for example between partners or in a contested succession.
The independent valuation adviser: establishes a reasoned value for a sale, a succession, a fundraising or a shareholders' agreement, and helps you defend it in negotiation.
The accountant: prepares the accounts on which any valuation relies.

Read the valuation guide

DCF as the reference method, market benchmarks as the check

The value of a company rests on the future cash flows it can generate: the memorandum retains discounted cash flows (DCF) as the reference method. Multiples from transactions and comparable companies are not a valuation method in their own right: they serve as market benchmarks and a consistency check. A gap between the DCF and those benchmarks reveals an assumption to question.

The implementation depends on your company's profile: a profitable services company is not valued like a patrimonial holding or a growing scale-up. Aggregates are restated (non-recurring items, above- or below-market executive remuneration) and every structuring assumption undergoes a sensitivity analysis.

Why not an automated online tool?

An online valuation tool gives an order of magnitude in minutes: useful to situate yourself, insufficient to negotiate. As soon as the value carries consequences (sale, credit, taxation), your counterpart will demand to understand the assumptions. A number without a memorandum cannot be defended.

The valuation memorandum documents what an automated tool ignores: the restatements of your aggregates, the coherence of the forecast, the choice of comparables and the justification of every assumption. It is this documented reasoning, more than the final number, that makes the difference in a negotiation or before the administration.

How a valuation assignment unfolds

A valuation assignment follows four stages, scoped with you before any commitment. Allow a few weeks between receiving the data and delivering the memorandum, depending on the size of the company and how available the figures are.

Scoping: context of the operation, valuation date, available data and scope of the memorandum.
Analysis and restatements: review of the accounts, non-recurring items, the manager's pay, non-operating assets.
Modelling: challenged forecast, DCF, sensitivity analysis, check against market benchmarks.
Delivery: a written memorandum, presented and discussed with you, so that you can defend every assumption.

The Sagora valuation memorandum

You receive a written memorandum presenting the context, the methods retained and discarded, the assumptions and their justifications, the sensitivity analyses and an argued value range. A document designed to be read, questioned and defended, not merely archived.

To understand the approach before committing, our complete business valuation guide is freely available: it explains DCF, the critical reading of multiples and the ten classic mistakes. The guide informs you; the assignment delivers a defensible value, established on your figures.

The team on your engagement

Professors at the Solvay Brussels School (ULB) and corporate finance practitioners. Participants rate Sagora 4.9/5 on Google, across all activities.

Valuation reports are prepared under the direction of Mathias Schmit, founder of Sagora and professor of finance at the Solvay Brussels School (ULB), together with Laurent Gheeraert, professor of finance at the Solvay Brussels School, who teaches company valuation and financing in our programmes.

Pr. Mathias Schmit

Founder & Managing Director

View profile

Pr. Laurent Gheeraert

Managing Director, QTEM network

View profile

Going further

Frequently asked questions

Which valuation method for my company?

The reference method is the same for every company: discounted cash flows (DCF), with documented assumptions adapted to your company's profile. Multiples from transactions and comparable companies do not replace that method: they serve as market benchmarks to check the consistency of the result. The memorandum explains this framework and its implementation on your file.

What data do you need to provide?

The annual accounts of recent years form the basis. A forecast, a breakdown of the aggregates and the non-recurring items (litigation, exceptional disposals, executive remuneration) refine the restatements and therefore the range.

Will I get a single number or a range?

An argued range, with sensitivity analyses on the key assumptions. Every valuation is a confidence interval: a single number presented without sensitivities signals methodological fragility, not precision.

How much does a valuation memorandum cost?

The assignment is quoted case by case: the scope depends on the size of the company, the context (sale, agreement, fundraising, dispute) and the depth of analysis required. The scope is validated with you before any commitment.

Can the memorandum be used before a bank or the administration?

The memorandum is designed to be defended: methods made explicit, assumptions documented, sensitivities quantified. It is this traceability that allows the value to be upheld in a negotiation, a credit file or an exchange with the administration.

How does the assignment differ from the online guide?

The guide explains the approach in a general, free way. The assignment applies it to your company: restatements of your figures, challenged forecast, selected comparables, written memorandum and defensible range.

Is a statutory auditor mandatory?

Only for the operations where the law requires one, such as a contribution in kind on incorporation or a capital increase. For a sale, a fundraising or a shareholders' agreement, the law generally does not require a statutory auditor: the value is negotiated, and the quality of the memorandum is what makes it defensible.

How can you value a company yourself?

Our free guide details the approach in five steps, from restating the accounts to the DCF and the check against market benchmarks, with a worked case. It gives an order of magnitude; the memorandum establishes a value you can defend before a third party.

Establish a value you can defend

Describe your context (sale, agreement, fundraising, transfer): we will scope the assignment and the quotation with you.

Read the valuation guide