Acquiring an estate agency: due diligence for the strategic buyer

Acquiring an estate agency mainly means buying a lead flow and a relationship base. No current valuation benchmark exists specifically for estate agencies. So the price follows from what due diligence can prove: how person-dependent revenue is, and which sources demonstrably lead to signed agency agreements. That evidence sits in the target's data, not the annual accounts.

Why an estate agency differs from a typical SME deal

With an installation firm or a wholesaler, you buy contracts and recurring revenue. An estate agency has little of either. A seller signs once, and the next sales instruction from the same household may come ten years later.

Gert van Dorsten put it plainly in Vastgoed Actueel (May 2011): at estate agencies there is "often little or no fixed client portfolio" (translated), and the value depends heavily on the agent as a person. A well-managed client database, in his view, does have monetary value. Fifteen years later, that is still the core of it.

No published Dutch due diligence checklist for estate agencies exists. What follows is our own synthesis from public sources. For anyone who takes acquisitions seriously as a growth route, it is a working list, not a form.

The checklist for the strategic buyer

Portfolio and pipeline

The current sales instructions are the revenue for the coming months. Compare them with the public listings on Funda, the dominant Dutch property portal. Anything listed there and missing from the list, or the other way round, is a question for the seller.

The pipeline is harder. A valuation that comes in today sometimes only signs after a year. So request the valuations from the past 24 months and group them by the quarter in which they arrived. Per cohort, you can see how many led to a sales instruction.

There is no public benchmark for that conversion, so your own figures are the yardstick. How to build such a cohort analysis is covered in from valuation to sales instruction.

Key-person dependency

Count what share of the sales instructions is in the name of the owner or a single agent. Then look at who manages the relationships in the CRM. If almost everything is under one name, you are buying a person with a retirement date.

JM Partners describes what happens with that in practice: a buyer discounts that dependency in the purchase price or in the deal structure, for example through an earn-out. The seller usually stays involved for 3, 6 or 12 months after the transaction.

Lead sources

Ask, per source, how many leads and sales instructions came in, and what that source cost. Then check what happens to each source after the acquisition. A valuation tool on a domain you are not acquiring stops at the handover. A campaign on a brand you are phasing out stops at the brand change.

Market share by postcode

The NMa (the former Netherlands Competition Authority), now the ACM, measured concentration at 2-, 3- and 4-digit postcode level in its Marktscan Woningmakelaardij (residential estate agency market scan, March 2012), based on each agent's properties for sale. Above an HHI of 1,500, an area counted as concentrated; around 70% of PC3 areas were below that. The NMa noted that a postcode area need not coincide with the relevant geographic market.

For a transaction share, divide your own sales in a PC4 (four-digit postcode area) by all transactions there. Kadaster, the Dutch Land Registry, supplies those through Mijn Kadaster for €3.70 per postcode (consulted September 2026). The agent does not appear in that data, so the numerator comes from the target's files. The denominator also includes sales without an agent and new-build homes.

Reviews and staff

Reviews on Funda and comparison sites are public, so you test them before making an offer. Pay attention to the name they are under: after a brand change, they may stay behind with the old name.

With staff, the issue is key people and their arrangements. Replacement is expensive. For the rental and trade of real estate sector, ING reported a vacancy rate of 41 per 1,000 jobs in early 2025 (via Vastgoeddata, July 2025). That is a sector figure, broader than estate agency.

Data and GDPR

According to ICTRecht (November 2019), a buyer in an acquisition can usually rely on legitimate interest, provided the data continues to be used for the same purpose and clients are informed. You do not automatically add acquired data to your own database, and newsletter recipients keep their right to unsubscribe.

Also ask which export the target can deliver from its systems. Have a privacy lawyer assess the specific situation.

Mortgage flow

Many agencies refer clients to a mortgage adviser, sometimes for a fee. According to the AFM (Dutch Authority for the Financial Markets) (September 2014), merely passing on contact details (name, address, place of residence, phone number and email) does not count as intermediation. If more information is passed on, or there is a paid arrangement, that points to intermediation, and a licence is required. Article 86c(1) of the BGfo (Decree on the Conduct of Business Supervision of Financial Undertakings) prohibits commission for intermediating or advising on mortgage credit. Paragraph 2(e) exempts commission that an intermediary or adviser, other than a lender, pays to another intermediary or adviser.

A referral arrangement that does not hold up is not revenue you acquire. Have a lawyer specialising in the Wft (Dutch Financial Supervision Act) assess it. The background is in referring leads to your mortgage adviser.

What an estate agency is worth

There is no current, published multiple for estate agencies. What does exist: SME-wide references and one dated description of practice from estate agency.

The average SME multiple of 5.0 in the second half of 2025 was the highest level since measurements began in 2015 (Accountancy Vanmorgen, February 2026). In business services, the range depends on scale, staff dependency and recurring revenue. A typical estate agency is small and person-dependent, which places it closer to the bottom of the range. That is our inference, not a statement from the source.

The 2011 rules are dated practice from the crisis years, not a current market norm. They do show how the industry reasons: you pay for commission that has yet to come in. "The years when 1x annual revenue was paid without hesitation are far behind us," Van Dorsten wrote even then (translated).

Deal structure and price expectations

In the SME market, deferred payment has become the norm. Brookz analysed 937 purchase agreements from July 2024 to June 2025 (Accountancy Vanmorgen, October 2025). Of those, 38% included an earn-out and 29% a subordinated vendor loan. Only 9% were paid in full at closing, against 17% a year earlier. In 70% of cases the earn-outs ran for 6 to 24 months, and just over half (53%) were based on EBITDA.

Also expect an expectations gap. According to the Overname Barometer H1-2026 (MenA.nl, August 2026), 42% of M&A advisers deal with sellers who structurally overvalue their business, by 23% on average. In 19% of those cases, the deal falls through. These, too, are SME-wide figures.

An earn-out on commission or on sales instructions only works if buyer and seller see the same figures. That brings you back to the data.

What the CRM data determines

A director who knows the numbers will see the real point here. The purchase price is an estimate of future sales instructions, and that estimate is only as good as the target's records. An agency that records the source, the agent and the outcome for every lead can prove which flow it is selling. An agency where that knowledge sits in the owner's head is selling a promise.

So ask, per source and per agent, how many leads led to a sales instruction, over at least two years. If the target cannot provide that, you also know what you are buying: a relationship base of unknown value, and an argument for an earn-out. How the same deal looks from the side of a departing owner is covered in succession in estate agency.

KeyVue reports conversion by source, branch and agent, with Realworks as the foundation. That makes an agency's lead flow demonstrable, and after closing you see all the group's branches and brands in a single view. What comes after the acquisition is covered in the first hundred days of an integration. The wider trade-off is on growing as an estate agency group.

Frequently asked questions