Business Valuations
A defensible number for a sale, a share transfer, a divorce, a share scheme or simply to know where you stand, plus the levers that would move it.
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Corporate finance
Selling Your Business
You will probably sell a business once. The people on the other side of the table do it for a living. Our job is to even that up, and to make sure the structure of the deal does not quietly take a fifth of it away.
Get the structure right before the price
Owners tend to focus on the headline number. Two deals at the same headline number can leave very different amounts in your hands, depending on:
- Whether you sell shares or the trade and assets. An asset sale is taxed twice: once in the company, once when you take the money out.
- Whether Business Asset Disposal Relief is available. The two-year qualifying period is unforgiving, and well-intentioned share reorganisations are the usual way people lose it.
- How much is deferred. Earn-outs and loan notes change when tax falls due, and sometimes what kind of tax it is.
- Whether HMRC clearances were obtained. Share-for-share exchanges and reconstructions usually warrant advance clearance. They take weeks, and are routinely remembered far too late.
Preparing the business
Buyers pay more for businesses that are easy to buy. In the year or two before a sale we work on:
- Clean, consistent accounts that support the profit story you are telling
- Taking personal items out of the business, so what remains is the trading entity a buyer wants
- Reducing dependence on you, which is the single biggest discount factor in owner-managed businesses
- Documenting the things a buyer will ask for: contracts, licences, employment terms, intellectual property, leases
- Sorting the skeletons early, whether that is an unresolved HMRC matter, an undocumented director's loan or a customer dispute. Buyers find them anyway, and finding them late costs far more than finding them early.
Through the deal
We are the numbers people on your side of the table: modelling what an offer would net you after tax under different structures, preparing the information a buyer's due diligence will demand, answering their accountants directly, and working with your solicitor on the financial provisions of the sale agreement. Whether to accept an offer is your decision, taken with your solicitor and, where you want it, a licensed corporate finance adviser.
We do not market businesses, approach buyers or negotiate on your behalf, and we are not licensed to advise you on the merits of a sale. Where you need that, we will say so early and work alongside the firm you appoint.
Other routes out
A trade sale is not the only exit. A management buyout keeps the business with the people who built it with you. An employee ownership trust is another option, though the tax relief on EOT sales was reduced in late 2025 and it needs to be looked at on today's rules, not on the ones people remember.
Thinking about it, even vaguely? Start a confidential conversation.
Common questions
How much tax will I pay when I sell my business?
For a share sale, capital gains tax at 18% within the basic rate band and 24% above it. Where Business Asset Disposal Relief applies, qualifying gains are taxed at 18% for disposals from 6 April 2026, subject to a £1 million lifetime limit per person. An asset sale is usually worse for the seller because the company is taxed on the gain and you are taxed again when you extract the proceeds. The figures matter less than the structure, which is decided months earlier.
What is Business Asset Disposal Relief and do I qualify?
It reduces the capital gains rate on qualifying business disposals. Broadly, throughout the two years to the sale you need to have been an officer or employee of the company, holding at least 5% of the ordinary share capital and voting rights, in a trading company. The two-year clock is the trap: reorganisations, new share classes and bringing family members in can all restart or break it.
Should I sell shares or assets?
Sellers usually prefer a share sale: one capital gain, potentially with BADR, and the company's history goes with it. Buyers often prefer to buy the trade and assets, because they can leave the liabilities behind and pick what they want. Where property is involved, stamp duty land tax changes the arithmetic significantly. This is negotiated at heads of terms, so it needs deciding before then.
What is an earn-out and what is the catch?
Part of the price is deferred and contingent on future performance. The catch is that tax can fall due on the value of that right at completion, before you have received the money, and an earn-out that is conditional on you staying with the business can be recharacterised as employment income taxed at income tax and National Insurance rates rather than as a capital gain. Structure matters enormously here.
How long does selling take?
From going to market to money in the bank, six to twelve months is common, and preparation should start well before that. Due diligence alone typically takes weeks and is the stage where deals most often slip, usually because the seller's records cannot support what the seller has claimed.
More corporate finance
Exit & Succession Planning
The two to five years before you leave, used properly: reliefs protected, the business made saleable, and a plan for who takes it on.
Learn more →Buying a Business
Financial due diligence, affordability modelling and deal structuring, so you find out what you are actually buying before you sign.
Learn more →Management Buyouts
Selling to the people who already run it: structuring a deal the management team can afford and the outgoing owner is happy to accept.
Learn more →Raising Finance
Forecasts, business plans and lender packs that stand up to scrutiny, plus a clear-eyed view of what your business can actually afford to borrow.
Learn more →
What this service is. Tax and accounting work connected with
a transaction: valuations, tax computations and structuring, financial
modelling, due diligence reporting, preparing your records and figures, and
working alongside your solicitor and other advisers. Tax treatment depends on
your circumstances and can change.
What it is not. We do not advise on the merits of buying or
selling shares or other investments, and we do not arrange or broker
investments or finance. Where you need that, we will tell you and you should
take advice from a firm authorised or licensed to give it.