How to sell a business in the UK

Selling a UK business worth £5M to £50M is a structured six-stage process: readiness assessment, preparation, the marketed approach, competitive bidding, selection and diligence, and legal documentation and exchange. The stages run in a predictable sequence. The order matters; trying to compress or skip stages is what produces poor outcomes. We walk through this in more depth on our process page, but the short version below is what every owner should expect.

Stage one is readiness assessment. A clear diagnostic of where the business is against what buyers will actually diligence. Financial reporting hygiene, EBITDA quality, customer concentration, management depth, contract position, IP ownership, tax structure. If the readiness work has not been done already as part of an exit planning engagement, this stage identifies the items that need attention before going to market.

Stage two is preparation. Financial normalisation and EBITDA bridge build-out. Information Memorandum drafting. Buyer mapping across strategic, PE and specialist buyer pools. Data room build. Tax structuring. This stage typically runs six to ten weeks.

Stage three is the marketed approach. Off-market, under NDA. A curated list of 40 to 80 strategic acquirers, PE consolidators and (where relevant) search funds is approached directly with a teaser. Interested buyers are then admitted to the data room and the IM under NDA. This stage runs four to eight weeks. The three buyer types behave differently on price, timeline, deal structure and post-sale involvement; our decision framework compares them: Search Fund vs Private Equity vs Strategic Buyer.

Stage four is competitive bidding. Indicative offers are received, evaluated, and a shortlist is selected. Selected buyers are admitted to deeper diligence and management meetings. Final binding offers are received. This stage runs four to eight weeks.

Stage five is selection and diligence. The preferred buyer is selected and exclusivity is granted (usually with structuring discipline to protect the seller's position). Full diligence runs across commercial, financial, tax, legal, technical and (where applicable) operational and regulatory threads. Six to ten weeks.

Stage six is legal documentation and exchange. The Share Purchase Agreement and ancillary documents are negotiated. Completion mechanics are agreed (working capital, completion accounts, earn-out where applicable). Exchange happens, sometimes simultaneously with completion, sometimes with a delay where regulatory or consent steps require it. Four to eight weeks.

Start preparation 12 to 24 months before the target sale window: it is the single most important factor in a strong outcome. Before going to market a business should have clean financial reporting, mapped customer concentration, visible management team depth, clean contracts and IP, a considered tax structure and a decided property strategy. The list below is the minimum we expect a business to have addressed.

Financial reporting clean. Management accounts that reconcile cleanly to statutory accounts. EBITDA bridge documented with adjustments that are defensible to the line. KPI reporting that buyers will recognise as authoritative.

Customer concentration mapped. Top 20 customers by revenue documented with tenure, contractual position, switching cost and operational integration. Anchor relationships strengthened where time allows.

Management team depth visible. A credible second-in-command and senior team that can run the business if the owner stepped back. Founder-held customer relationships documented and broadened.

Contracts and IP clean. Key customer contracts reviewed for assignability and change-of-control. IP ownership documented and unambiguous, particularly where IP has been created by contractors. Material supplier contracts reviewed.

Tax structure considered. Pre-sale tax structuring planned with specialist counsel. The structuring window for some interventions closes 12 months before a sale.

Property strategy decided. Where freehold sits in the business, the strategy on retention, lease-back, or bundled sale agreed.

Owners selling a business most often make four mistakes: going too early, going to broker networks at the £5M+ level, granting exclusivity to a single bidder too early, and under-valuing terms against price. We see the same set consistently across owners we meet for the first time. The honest version is below.

Going too early. Running a process without readiness work consistently costs owners value and certainty. The marketed process amplifies whatever the business is on the day. Cleaning up the things that will be diligenced before they are diligenced costs less than re-trading at completion or losing the deal.

Going to broker networks at the £5M+ level. Brokers serve real value for businesses worth under £3M. For businesses worth £5M and above, broker network listings reach a smaller and lower-quality buyer pool than a structured off-market process across strategic and PE buyers reachable directly under NDA. The outcome gap is material. See business broker vs M&A advisor for the detail.

Granting exclusivity to a single bidder too early. The most common single mistake. Exclusivity transfers all negotiating leverage to the buyer. Granted in the wrong sequence or without sufficient process structure underneath it, it costs owners both price and terms. Structured exclusivity granted at the right point, after competitive bidding and with disciplined milestones, preserves the seller's position.

Under-valuing terms vs price. Owners typically focus on headline price and under-weight the structuring of earn-out, working capital mechanism, indemnity caps, rollover equity and tax efficiency. The structuring elements consistently affect realised net proceeds by more than the headline multiple. Rollover in particular is one of the most misunderstood elements of UK lower mid-market deal structure; our practical guide covers the mechanics, current tax treatment and where the traps sit: Rollover Equity Explained.

If you are thinking about a sale and want a senior-led view of what a process should look like for your business specifically, arrange a confidential conversation. Forty-five minutes, no obligation.