10 tips for selling your business in the UK

Most advice on selling a business assumes the hard part is finding a buyer. In practice, the hard part is what happens after a buyer becomes interested. Every offer you receive is a statement about risk. What a buyer can see, test and rely on, they will pay for. What they cannot verify, they will either discount, push into deferred payments, or use to reopen the price later.

That is the single idea running through the ten points below. Preparing a business for sale is not about making it look better. It is about making it easier to check.

The wider market makes this more pressing than it was a few years ago. The Office for National Statistics recorded 352 mergers and acquisitions involving a change in majority share ownership in the first quarter of 2026, down from 495 in the final quarter of 2025. Those figures count only transactions worth £1 million or more, so they do not describe the owner-managed sales that make up the bulk of the market. What they do describe is appetite. When completed deal volumes fall, buyers become more selective, funders ask harder questions, and the gap between a prepared business and an unprepared one widens into real money.

The points below follow roughly the order in which they arise. If you want the full sequence first, our guide on how to sell a business sets out the stages from preparation to completion.

1. Decide what you want from the sale before you fix a price

A price is only meaningful once you know what you are trying to achieve. Owners who have not settled this negotiate badly, because every concession feels like a loss rather than a trade.

Work out four things. First, whether you want a clean break or are willing to stay on, and for how long. Second, how much of the consideration you need in cash on completion, and how much you could genuinely afford to leave at risk. Third, your timing, including whether a family event, a lease renewal, a large contract renewal or a tax year end pushes you one way or another. Fourth, what happens the day after, because sellers who have nothing to move on to tend to hesitate at the point of exchange and lose buyers.

If there is more than one shareholder, have this conversation with them before you speak to anyone else. Deals more often stall over disagreement between sellers than over disagreement with the buyer.

2. Make your numbers verifiable, not just impressive

Financial preparation is usually described as getting your accounts up to date. That is the minimum. The real task is building a chain of evidence a stranger can follow without your help.

Assume a buyer will want three years of statutory accounts, current year management accounts, and the ability to reconcile one to the other. If your management figures and your filed accounts at Companies House tell different stories, you will spend the first two weeks of due diligence explaining the difference rather than discussing value.

Where you adjust profit to show what the business really earns, each adjustment needs a document behind it. An above market director’s salary, a vehicle that leaves with you, a one-off legal cost, rent paid to a pension scheme at other than market rate: all of these are legitimate, and all of them need an invoice, a payroll record or a board minute rather than an assertion. Add-backs that cannot be evidenced are not add-backs. They are simply figures a buyer strikes out.

Look too at the things a buyer’s accountant will test as a matter of habit. Revenue recognition applied consistently across periods. Stock and work in progress valued on a stated policy. Aged debtors that are actually collectable. Customer concentration, and whether the largest three accounts are documented or informal. Any of these can knock a well-run business off its price simply because the answer is unclear.

3. Get a valuation you can defend under questioning

A valuation is not a number you hope for. It is an argument you have to sustain across several months of scrutiny, so its usefulness depends entirely on the evidence underneath it.

Most trading businesses are valued on maintainable earnings, adjusted for the true cost of replacing the owner, and then multiplied. Asset-backed businesses, businesses with freehold property, and businesses with recurring contracted income are approached differently again. Our overview of business valuation methods explains how each basis works and when it applies, and our guide on how to value a business sets out the process in full.

Treat sector multiples with care. Multiples quoted in general commentary are usually drawn from broker experience rather than published statistics, and they vary widely with size, sector, contract quality and owner dependency. A multiple is a summary of buyer confidence, not an input into it. If you want an early view based on your own figures rather than a range, a free valuation is a sensible starting point before you commit to a process.

4. Reduce the business’s dependence on you

Owner dependency is the most common and most expensive discount applied in the lower mid-market, and it is one of the few things a seller can genuinely fix.

The test a buyer applies is simple. If you left tomorrow, what would break? If the answer includes pricing decisions, the main customer relationships, technical work no one else can do, supplier negotiation or the informal knowledge of how anything actually gets done, then part of what is being sold is you rather than the business.

Fixing this is a project of six to twelve months, not a fortnight. Identify the three activities only you perform, and move each one to a named person with the authority to make the decision rather than to ask you. Write down the processes that live in your head, in whatever plain form your team will actually use. Introduce your senior people to your key customers, so that the relationship survives your departure. Then test it by taking a genuine two week absence and seeing what accumulates while you are away.

There is a further benefit. A business that runs without its owner produces a cleaner set of management accounts, because decisions leave a trail rather than happening in conversation.

5. Put the contract and property file in order

Buyers do not read contracts for pleasure. They read them for the clauses that change what they are buying, and they find those clauses whether or not you have looked first.

Start with change of control and assignment provisions in your major customer and supplier agreements. A contract that a customer can terminate on a change of ownership converts a reliable income stream into a risk, and if the buyer discovers it late, it becomes a reason to restructure the deal rather than a point to negotiate calmly. Where key relationships run on purchase orders, email and long habit rather than signed terms, consider papering them before you go to market.

Then work through the rest. Your lease: remaining term, break clauses, rent review dates, and whether the landlord’s consent is needed to assign, which can take months to obtain. Any licences, registrations or accreditations the business trades on, and whether they transfer or must be reapplied for. Ownership of your intellectual property, including whether freelancers and contractors assigned their work to the company in writing. Domain names, software subscriptions and trade marks registered in the company’s name rather than yours personally.

None of this adds value on its own. All of it prevents value being taken away.

6. Settle the deal structure and the tax position early

There are two main routes. In a share sale the buyer acquires the company and everything inside it, history included. In an asset sale the buyer acquires the trade and specified assets, leaving the company and its past behind. Buyers often prefer assets, sellers usually prefer shares, and the tension is normally resolved in the price. Knowing which side you are on before negotiations start is worth a good deal more than discovering it halfway through.

The relief most owner-managers rely on is Business Asset Disposal Relief. Under the government’s guidance on Business Asset Disposal Relief, qualifying gains on disposals made on or after 6 April 2026 are charged at 18%, having risen from 14% for disposals between 6 April 2025 and 5 April 2026, and 10% before that. The lifetime limit remains £1 million of qualifying gains, and the qualifying conditions must be met for at least two years up to the date of sale. That two year window is the reason share reorganisations, bringing family members onto the register, or appointing yourself an officer of the company are conversations to have with your accountant well ahead of a sale rather than during one. HMRC’s capital gains manual also sets out anti-forestalling rules covering contracts entered into before a rate change and completed after it, so signing early does not by itself secure an earlier rate.

If you sell assets rather than shares, VAT deserves attention. HMRC’s guidance on transferring a business as a going concern treats the sale as outside the scope of VAT where the assets are capable of forming a separate business in their own right, the buyer uses them to carry on the same kind of business, and the buyer is or immediately becomes a taxable person. The treatment is not a choice. If the conditions are met, VAT must not be charged, and if they are not, it must be. On a seven-figure transaction that distinction is expensive to get wrong.

Take advice from your own accountant or tax adviser on all of this. The point here is timing rather than technique: most of the useful planning has to happen years before completion, not weeks.

7. Plan the position of your people

Whether your employees transfer automatically depends on the structure you settled in the previous section. On an asset sale the Transfer of Undertakings (Protection of Employment) Regulations usually apply, and government guidance on transfers of employment contracts confirms that employees move to the new employer on their existing terms, with continuous service preserved and existing liabilities passing across. On a share sale the employer itself does not change, so TUPE is not engaged.

Where TUPE applies, the seller has obligations with real deadlines attached. Employee liability information must be given to the buyer at least four weeks before the transfer, and affected employees have to be informed and, where measures are envisaged, consulted through representatives. These are not formalities that can be compressed into the final week.

There is also a judgement about when to tell your team, and it rarely has a comfortable answer. Tell everyone early and you risk unsettling the business while the outcome is still uncertain. Tell no one and you risk the news arriving through a supplier, a competitor or a leak. Most sellers take a middle course: a small, named group brought inside the process under confidentiality because their help is needed for due diligence, and the wider team informed at a defined point. Whatever you choose, decide it deliberately. Losing two senior people mid-process is one of the fastest ways to lose value, because retention of key staff is among the first things a buyer’s funder asks about.

8. Go to market quietly and release information in stages

Confidentiality is not secrecy for its own sake. It protects trading while the sale is uncertain, which is the period when customers, staff and suppliers are most likely to act on rumour.

In practice this means an anonymised profile that describes the business by sector, region, size and characteristics without identifying it, a signed non-disclosure agreement before anything further is released, and disclosure in stages that track a buyer’s commitment. Headline financials and a redacted overview at first enquiry. Detailed accounts once a buyer has shown funding capacity. Customer names, contract terms, employee details and supplier pricing only when heads of terms are agreed and, ideally, only into a controlled data room with access logs.

That last point has a legal edge as well as a commercial one. The Information Commissioner’s Office sets out expectations on due diligence when sharing data in mergers and acquisitions, including establishing the purposes for which personal data was originally obtained, your lawful basis for sharing it, and whether those purposes change after a transaction. Employee files, customer databases and CVs are personal data. Redact what you can, share what you must, and record what you released and to whom.

9. Qualify buyers before you give them your time

An unqualified buyer costs more than a lost sale. They cost months of management attention, a set of disclosed information you cannot recall, and the momentum that makes a process feel competitive.

Ask directly how the purchase will be funded, and what remains conditional. Cash on deposit is not the same as bank debt subject to credit approval, which is not the same as funding contingent on the buyer selling something else first. Ask what they have bought before, and how those transactions completed. Ask who makes the decision, because a buyer who has to persuade a board, a bank and an investment committee is running three processes rather than one. Ask why your business, since a buyer who cannot articulate a specific reason usually withdraws when the work begins.

Trade buyers, private equity, and management teams behave differently and value different things. A competitor may pay well for market share while presenting the greatest confidentiality risk. An institutional buyer may move quickly on process but insist that a meaningful share of your consideration depends on future performance. A management buyout offers continuity and a comfortable negotiation, but usually depends on external funding that you have limited influence over.

10. Negotiate the structure, not only the headline number

The number in the heads of terms is the part everyone remembers, and often the part that matters least.

What determines your actual proceeds is how much is paid on completion, how much is deferred and on what terms, whether any deferred element is secured, and what has to happen for it to be paid at all. Where an earn-out is proposed, look hard at who controls the levers after completion. If the buyer sets pricing, allocates central overheads, and decides how new business is booked, then the target you are being measured against is not entirely within your influence. Define the measure precisely, agree how it is calculated, and agree what happens if the business is reorganised.

Then look at the risk you are keeping. Warranties are promises about the state of the business, and the disclosure letter is what protects you: anything properly disclosed cannot later be claimed against. Negotiate caps, time limits and de minimis thresholds on claims, along with any retention held back at completion. Restrictive covenants deserve the same attention, since they govern what you can do next.

Two mechanisms decide the final cash figure and are frequently glossed over. Completion accounts adjust the price after the event against agreed working capital and debt levels. A locked box fixes the price at an earlier balance sheet date, with value accruing to the buyer from that point. Neither is inherently better, but the working capital target inside either can move the number by more than the negotiation over the multiple did.

A lower headline price with more cash on completion and fewer conditions is often the better deal. Compare offers on what you are likely to receive and when, not on what is written at the top of the letter.

What preparation actually buys you

None of this changes what your business does. It changes how much of that a buyer can confirm without taking your word for it, and that is what the price reflects.

The work described here takes six to twelve months for most owner-managed businesses, which is why the best time to start is well before you intend to sell. Sellers who begin early usually find that the preparation improves the business regardless of whether they go ahead, since the same things that make a company easier to buy also make it easier to run.

If you would like a confidential view of where your business stands and what the market is likely to make of it, you can read more about our approach to selling or book a call with the team on 0333 370 0000.