
A guide to selling your business, from first thoughts through to completion. Based on real experience of what works, what doesn't, and how long it actually takes.

James Dixey
Founder and Managing Director
Considering selling your business?
Get a confidential, no-obligation valuation to understand what your business could be worth and what to expect from the process.
Get a valuationSelling a business is one of the biggest financial decisions you'll make, and for most owners, it's one they'll only go through once. The process is more involved than most people expect, but it follows a broadly predictable path. This guide walks through each stage, from the moment you start thinking about it to the day you hand over the keys.
A typical sale takes between six and twelve months from the point you formally go to market. Add in the preparation stage and you're often looking at twelve to eighteen months from first conversation to completion. Some go faster, some go slower, but that's a realistic range for most SMEs in the UK.
Start with a valuation. Not because you need to make a decision immediately, but because it grounds everything that follows. Most owners carry a number in their head, and it's often either too high (because of emotional attachment) or too low (because they're not accounting for goodwill and growth properly). Getting an independent view early on means you can plan around a realistic figure.
Beyond the number, the first stage is really about getting honest with yourself about a few things: Why are you selling? What does your ideal timeline look like? What matters to you beyond the price, such as what happens to your staff, your clients, or your name?
When we sit down with a seller for the first time, the question they almost always open with is "what's my business worth?" But the question that actually shapes the process is "what do I want this to look like when it's done?"
Preparation is where most of the value is created or lost. A well-prepared business will attract more buyers, better offers, and complete faster. A poorly prepared one will stall in due diligence, attract lowball offers, or simply fail to sell.
The fundamentals are straightforward, even if they take time.
A useful test: if you couldn't come into work for a month, would the business carry on without any noticeable drop in performance? If the answer is no, you've got preparation work to do.
This depends on the size and complexity of your business. For very small businesses (under £250k in value), selling privately through a marketplace or your own network can work, particularly if you already know a potential buyer. The economics of paying a broker's fee on a smaller transaction can be tight.
For businesses above that threshold, a broker or M&A advisor typically pays for themselves. They bring access to a wider buyer pool, manage the process so you can keep running the business, handle confidentiality, and often achieve a higher price through competitive tension between buyers. According to the Dealsuite M&A Monitor, buy-side transactions in the UK grew by 8% in the second half of 2024, and average EBITDA multiples reached 5.35x across all sectors. The market is active, but navigating it well requires experience.
The honest answer is that a good broker will more than earn their fee. A bad one will waste your time and potentially damage the confidentiality around your sale. If you're going to appoint someone, look for sector experience, a clear process, and references from people who've actually completed a sale with them, not just listed.
There are broadly two approaches. The passive route involves listing the business on a marketplace or waiting for approaches. The proactive route involves researching and approaching potential acquirers directly. For most businesses worth more than a few hundred thousand pounds, the proactive approach delivers better results because it creates competition and targets buyers who are strategically motivated, not just browsing.
The right buyer isn't always the one offering the highest price. In our experience, the factors that matter most to sellers, once they really think about it, are the certainty that the deal will complete, the terms and structure of the payment, and what happens to the team afterwards. A slightly lower offer from a well-funded buyer with sector experience and a clear plan is often preferable to a higher headline number from someone who can't demonstrate they have the resources or track record to close.
An information memorandum (sometimes called a CIM) is the document that presents your business to potential buyers. It covers the history, financials, team, market position, and the opportunity for a new owner. Think of it as the business equivalent of a property brochure, except with a lot more financial detail.
For any business above £500k in value, you should have one. It doesn't need to be glossy, but it does need to be accurate, well-structured, and compelling. A good IM gives buyers enough information to make a serious offer. A poor one, or none at all, means you'll spend weeks answering the same basic questions from every interested party.
Before any buyer sees the IM, they should sign a non-disclosure agreement (NDA). Confidentiality is critical. The last thing you want is for your staff, clients, or competitors to find out you're selling before you're ready to tell them.
Due diligence is the buyer's opportunity to verify everything you've told them. It typically covers financials, legal, commercial, tax, and operational areas. The buyer's accountants will go through your books in detail. Their lawyers will review contracts, leases, employment arrangements, and any regulatory obligations. If you're in a regulated sector like care or education, there'll be additional scrutiny around compliance and registration.
The process usually takes six to ten weeks, though it can be shorter for simpler businesses and longer for complex ones. The key to keeping it on track is preparation. If you've already assembled a data room with your accounts, contracts, staff records, and compliance documentation, you'll save weeks. If you're scrambling to find documents while the buyer waits, you create doubt and risk losing momentum.
One thing worth knowing: due diligence almost always turns up something. That's normal. What matters is how you handle it. Being upfront about known issues builds trust. Trying to hide things destroys it, and if it comes out after completion, it can lead to legal claims.
Most people assume a business sale is a straightforward exchange of shares for cash. Some are, but many involve more nuanced structures (view our full guide on deal structures).
Upfront payment. The majority of the purchase price paid on completion. This is what most sellers want and what most buyers will offer for straightforward transactions.
Deferred consideration. A portion of the price paid over an agreed period after completion, often six to twenty-four months. This is common where the buyer needs the seller to stay involved during a transition period.
Earn-outs. A portion of the price tied to future performance. These can work well when there's a genuine gap between what the seller believes the business is worth and what the buyer is willing to pay upfront. But they need to be carefully structured. We've seen earn-outs cause significant disputes when the metrics aren't clearly defined or when the buyer changes the way the business operates post-sale.
Seller financing. The seller effectively lends part of the purchase price to the buyer. More common in smaller transactions or where bank financing is limited.
The structure of the deal matters as much as the headline price. A £2m offer with £500k on an earn-out and £500k deferred is a very different proposition from a £1.7m cash offer on completion.
Tax planning should start well before you go to market, ideally at least twelve months ahead. The main tax to consider is Capital Gains Tax (CGT).
Business Asset Disposal Relief (formerly Entrepreneurs' Relief) allows you to pay CGT at a reduced rate on qualifying gains up to a lifetime limit of £1 million. As of April 2025, the BADR rate is 14%, up from 10% previously. It will rise again to 18% from April 2026. Above the £1m lifetime limit, the standard CGT rate of 24% applies for higher-rate taxpayers.
To qualify, you generally need to have held at least 5% of the shares and voting rights for a minimum of two years before the disposal, and been an employee or officer of the company during that period.
The structure of your sale (asset sale vs share sale), how the price is allocated, and the timing of completion can all affect your tax position. This is one area where professional advice isn't optional. A good tax advisor, briefed early, can save you significantly more than their fee.
This guide provides general information and should not be treated as tax advice. Tax rules are complex and subject to change. Always speak with a qualified tax advisor about your specific circumstances.
A realistic timeline for most UK SME sales:
Preparation: 1 to 3 months (longer if accounts need significant work or if the business is heavily owner-dependent)
Marketing and buyer identification: 1 to 3 months
Negotiation and heads of terms: 2 to 4 weeks
Due diligence: 6 to 10 weeks
Legal completion: 2 to 4 weeks
Post-completion transition: typically 3 to 12 months, depending on the terms
The overall process from first conversation to completion typically runs six to twelve months for a well-prepared business. According to industry data, the average across all UK business sales is closer to twelve months, with smaller businesses tending to complete faster and larger or regulated businesses taking longer.
The biggest time-killers are poor preparation, unrealistic pricing, and slow responses during due diligence. All of them are within your control.
If you're thinking about selling, the best first step is understanding what your business might be worth in the current market. Our free valuation calculator gives you an indicative range based on real transaction data. No contact details required, and it takes about two minutes.
If the range is interesting and you'd like to explore further, James is always happy to have a confidential conversation about your specific situation.

Not every business sale is a clean cash deal. A guide to earn-outs, deferred payments, seller financing, and the structures you're most likely to encounter.