Selling a business

Selling a Business

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Support with everything from exit planning, business valuations, tax, legal and financial advice post-sale.

Selling Your Business? We’ve Got Your Back

Looking to sell your business? We’ve got you covered. We help business owners with everything from exit planning, business valuations, tax treatment, legal, and even the financial advice post-sale. With everything in one place, you’ll have peace of mind knowing your business is in safe hands. Once you’ve found a buyer, we handle all of the legal and financial aspects of the sale, meaning you won’t be left juggling multiple relationships with professional service firms. Solid advice, thorough due diligence, and a team of business-minded professionals guiding you through every step of the sale, from preparation to successful handover and beyond.

selling a business discussion

Our Process

Exit Planning Icon
Business Valuation image
Due diligence icon
Tax and Deal structuring
Post-sale advice
Exit Planning

A successful business sale starts long before you hit the market. Our exit planning service helps you take a strategic, long-term approach, ideally 3 to 5 years in advance. We guide you through building a business that can thrive without you by professionalising your management team and strengthening operations. Then, we focus on growing your EBITDA to maximise valuation (we find £1m+ is often the tipping point for serious buyer interest). We also help you time your exit to capitalise on favourable market conditions and avoid unnecessary regulatory or tax complications. And lastly, we work with you to shape a clear buyer profile and ensure your business is presented in the most attractive, investor-ready format possible.

Business Valuations

Understanding what your business is worth is an essential first step in selling your business. Our business valuation service goes beyond surface-level metrics, we provide a detailed, objective assessment that reflects your company’s actual earning potential and market appeal. We work with you to identify the key drivers of value, such as EBITDA growth, recurring revenue, customer concentration, and operational efficiency. Whether you’re looking to validate your expectations, justify your asking price, or prepare for buyer negotiations, our valuations are tailored, defensible, and grounded in real market data. Most importantly, we help you position your business to meet or exceed that “magic” £1m+ EBITDA threshold that attracts serious buyers.

Due Diligence

When selling your business, due diligence isn’t just about putting your own house in order, it’s also about knowing who you’re selling to. We help you prepare for buyer scrutiny by proactively identifying and resolving legal, financial, and operational issues that could slow the deal or reduce your valuation. Our team reviews everything from contracts and compliance to employment matters and intellectual property, ensuring your business is clean, credible, and sale-ready. Just as importantly, we help assess the buyer’s credibility, verifying their financial position, intentions, and track record, so you can proceed with confidence. Regulated by the Solicitors Regulation Authority (SRA), we combine legal and financial expertise to manage the entire due diligence process from both sides of the table.

Tax and Deal Structuring

Choosing the right structure for your business sale is crucial, and deciding whether it’s an asset sale or a share sale has major tax implications. We help you navigate these options to ensure the deal is structured in a way that’s both commercially sound, tax-efficient, and has your best interests at heart. Asset sales may offer flexibility for buyers but often result in higher tax bills for sellers, while share sales can offer significant reliefs, such as Business Asset Disposal Relief, and reductions in Capital Gains Tax. Our team works with you and your buyer to find a structure that protects your financial outcome, minimises tax exposure, and keeps the deal moving smoothly toward completion.

Post-Sale Advice

So you’ve sold you’re business, but what next? We don’t leave you high and dry, we support you through all the important post-sale work, like managing your payout, navigating any earn-out arrangements and making sure your earnings are set up tax efficiently. Whether you’re planning to retire, start a new business or invest, we provide tailored advice to suit your needs, protect and grow your wealth. We also assist with compliance obligations, handover processes, and structuring your finances for long-term peace of mind.

How we help

Get financial and legal help from the start in one of the biggest moments in your life, a combined approach that means every decision is made with your best interests at heart.

Once we understand why you’re selling your business we’ll provide a plan on how to reach your goals.

With your end goal in mind, we’ll advise you on how to get your business in the best possible shape with a business plan to help you achieve an ambitious but achievable price.

From there, we’ll advise on the most tax efficient way to structure your deal so you’re not paying over the odds.

Our legal team will take care of the due diligence process, ensuring no stone is left unturned, and we’ll even draw up a purchase agreement and all the necessary documentation to ensure a smooth and successful sale.

How we help selling a business

Selling a Business FAQs

Do I get to keep the lovely sofa in the corner?

This all depends on what type of sale you go for, either an asset sale or a share sale. In an asset sale, the buyer typically acquires selected business assets such as equipment, stock, intellectual property, customer contracts, and goodwill, while the seller retains ownership of the legal entity. This approach allows both parties to choose exactly what is transferred. In contrast, a share sale involves the buyer purchasing the shares of the company itself, meaning they take ownership of the entire business, including all assets, liabilities, and contracts, within the existing legal structure. Each route has different legal, tax, and commercial implications, which is why expert guidance is crucial in structuring the deal correctly.

9 Things to Consider When Selling a Business

Understanding Working Capital

There are plenty of websites out there that reduce valuing a business down to a few easy sums. But the truth is, it's not that simple.

There’s much more involved to give you the all-important number. The main element that sets you on the right path is using someone who understands your business, inside and out.  A more useful question is what affects the value of the business? Turnover, profit, debt levels, customer base and demand all play an important role during business valuations. But there are also plenty of external factors that are less concrete, such as market conditions and the state of the industry you’re in. In essence, valuing a business takes lots of consideration and there are lots of variables that influence it. A lot of businesses will need a valuation at some point – whether it’s to seek investment, to prepare for a business sale or to even work out how a business will be split if one of the owners decides to part ways. With our legal and corporate finance team, we’re able to assess your business, take a look behind the curtain and dig into the numbers so we can give you a realistic value for your business.

This all depends on multiple factors, including how well you've planned for exit, what state your business is in, how attractive it is to buyers, and whether there is a demand for what you do.

But it’s a valid question that business owners will want to know before they embark on the path of selling or buying a business. In terms of the actual deal itself, it can take anywhere between 6 and 9 months. The length of time it takes varies depending on several factors. The size and complexity of the business, market conditions, the level of interest from potential buyers, and the readiness of both the seller and the buyer. With the right preparation, an eye for the details and a well-structured business plan, business owners can increase the chance of a timely sale. Ultimately though, the time it take is unique to each individual case.

In short yes, you can sell a part of your business, either through an asset sale or a share sale.

An asset sale allows you to pick and choose what assets you’d like to sell, such as machinery, computer equipment, intellectual property and more. It’s often used as a way to raise funds for a business, but it does often mean giving up full control of the asset in question. It essentially allows you to hand over specific parts of your business without giving away full control of the entity itself. On the other side is a share sale where you can sell as much or as little of your business as you’d like. The thing to keep in mind with share sales is that you may be giving away control of your business, unless you choose shares that have limited voting rights. Asset and share sales both have different tax implications, depending on what your goals are, for sellers it’s usually more tax efficient to sell shares to avoid the potential for double taxation. Check out our blog on the difference between an asset sale and a share sale, which explores the topic, or speak to one of our team if you have any questions about the tax implications.

In the UK there are lots of options when it comes to selling your business.

You can sell your business (or part of your business) to another company looking to expand, a private equity investor, or even to your employees through either a Management Buyout or using an Employee Ownership Trust (EOT). If you’re hunting for a buyer, a good business broker can help you find someone who suits your needs, and they’ll work to get you the best price. If you plan on selling it to your employees, our business solicitors can help draft the documentation and contracts that’ll transfer ownership and ensure you’re set up in a tax-efficient way. Often, selling to employees is a good way to preserve culture, however, depending how you set it up will dictate how and when you get paid out. There are a lot of options for business owners to sell, so it’s best to seek advice and work out what’s best for your situation.

How much tax you pay when you sell your business will depend on whether it's an asset or a share sale.

There’s a reason why we keep banging this drum, because understanding the difference between an asset and a share sale is vital for owners who are considering selling. Both have very different tax implications, a share sale (selling your shares in the company) is typically more tax-efficient, you’ll pay Capital Gains Tax, potentially reduced to 10% if you qualify for Business Asset Disposal Relief. In contrast, an asset sale (selling off business assets individually) can trigger double taxation: first, your company pays Corporation Tax on the profit, and then you’re taxed again when extracting the proceeds. For most sellers, a share sale means less tax and a simpler exit — but it does mean the buyer inherits the company’s liabilities. The best approach? Plan ahead and speak to a tax advisor early, get in touch with our team today.

Before you sail off into the sunset you'll need to think about a few things.

You may have post-sale obligations like warranties, indemnities, or restrictive covenants, all of which can tie you to the business for a set period, so it’s important those terms are watertight and that you understand them. Beyond the legal clean-up, there’s the personal side: what do you do with the proceeds? Whether you’re planning retirement, reinvesting, or starting something new, we help you build a post-sale strategy that makes the most of your exit, from tax-efficient wealth management to structuring your next venture. Selling is just one chapter; we’re here to help you write the next one.

It depends on how the deal is structured. In simple terms, with a share sale, you, the individual gets paid. With an asset sale, the business gets paid, meaning if you want to extract it, you'll be hit with the relevant taxes.

In a share sale, the money usually goes directly to you, minus any tax, making it the cleaner option. In an asset sale, the company receives the funds first, which can trigger Corporation Tax, then you’ll extract the proceeds, possibly facing further Dividend Tax or Capital Gains Tax, depending on how it’s done. Payment might also be staggered, with part paid upfront and the rest tied to performance or time-based earn-outs. We work with you to make sure the deal is structured in a way that maximises your return and minimises tax, and ensures you actually walk away with what you’ve earned.

Who's Behind Your Business Sale

Neil Nichols, Founder of Accounts and Legal
Neil Ormesher, CTA, FCCA
Rachel Duncan, Legal Director
Neil Nichols

Neil Nichols, Founder of Accounts and Legal set up the business after successfully growing and selling his previous company, Portico, which he ran alongside his brother Robert Nichols. During the process of selling, Neil was taken aback by the unnecessary friction between accounting and legal functions, and this is where the seeds were sewn for Accounts and Legal. Neil is an expert in exit planning and has helped hundreds of business owners prepare their company so they get the most out of their sale.

Neil Ormesher

As CEO of Accounts and Legal, Neil Ormesher brings over 25 years of experience in accounting, tax planning, and business strategy. A fully qualified accountant, Neil has helped countless business owners navigate buying and selling businesses while maximising tax efficiency. In his previous role, Neil played a key part in growing the Danbro Business Brand from zero to 1,500 clients, building a high-performing team and a service offering dedicated to helping entrepreneurs. Most recently, Neil was instrumental in structuring the Westland Asset acquisition of Direct Sameday Services (DSS) read the acquisition case study here.

Rachel Duncan

Rachel singlehandedly launched the legal part of our offering back in 2019, and since then has worked with businesses of all shapes and sizes. With over 20 years of experience, Rachel is a specialist in the legal side of running a business: from business sales and purchases, due diligence, company restructuring, commercial contracts and commercial leases (the list just keeps going). Rachel recently led the legal work on Aspire’s Acquisition of Method4, and she’s helped countless more entrepreneurs with buying and selling businesses over the years.

Common Mistakes When Selling a Business

We could fill an article with answers to this, but here’s a summary. When selling a business, several common mistakes can significantly impact the outcome.

  1. Not understanding the difference between an asset sale and a share sale,
  2. Failure to prepare financially beforehand (i.e. organising financial records, resolve outstanding debts, cashflow issues etc).
  3. Leaving legal issues unresolved beforehand (indemnities will affect your price!)
  4. Lack of patience with potential buyers, often leading to rushed negotiations or missed opportunities for better deals.
  5. Setting unrealistic price expectations, sometimes being misled by a broker who promises the world
  6. Timing it wrong – sometimes there just isn’t an appetite for what you do!
  7. Going it alone – the process is complex and can take months or even years if you’re still preparing.

All of the above highlight the need for professionals during the process, as unfortunately it’s not as easy as buying a car. Failure to get the right advice could result in unnecessary tax or worse, so get in touch if you’d like to find out more.

 

 

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