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Exit and sale planning

Exit and sale planning is the work done in the years before you sell so that the business is sellable, the price stands up to scrutiny and the tax position is deliberate rather than accidental. eba covers valuation, cleaning up the numbers, reducing the business's dependence on you, and preparing for due diligence. It sits inside the Partner package, with transaction work quoted separately through eba Plus Select.

Included in Partner; transaction work quoted through eba Plus

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What is included

Almost none of this happens at the point of sale. By then the price is largely decided and most of the options have closed.

  • An honest indicative valuation

    What the business is likely to be worth today, on what basis, and to which kind of buyer. Including the version of the answer you were not hoping for.

  • The gap between that and your number

    If you need a specific figure to do what you want next, we work out what has to change and over how long. Sometimes the answer is three more years, and it is better to know that now.

  • Reducing dependence on the owner

    A business that stops when you stop is worth markedly less. Identifying what only you do, and building a management layer and a set of processes that survive your absence.

  • Cleaning up the numbers

    Consistent, reconciled monthly reporting with a track record behind it. Personal expenditure removed, the director's loan account cleared, related party transactions documented and any one off items separated out.

  • Normalised profit a buyer will accept

    Adjusted earnings with each adjustment evidenced. Buyers discount the adjustments they cannot verify, and every discount comes off the price.

  • Structure reviewed early

    Share classes, shareholdings, options, the shareholders agreement, and whether property or surplus cash sitting in the trading company is helping or hurting.

  • Due diligence preparation

    A data room assembled and the obvious questions answered before they are asked: contracts, leases, employment records, tax filings and anything unresolved with HMRC.

  • Your personal position

    What the proceeds mean for you, what the tax position looks like on different structures, and what happens to the money afterwards, planned alongside your financial adviser.

  • Working with the rest of the advisers

    We work alongside your corporate finance adviser and solicitor. We are not brokers and we do not sell the business, which means our advice on whether to accept an offer has nothing riding on it.

Who this is for

The best time to start is several years before you intend to sell. The second best time is now, whatever your timescale.

  • Owners three to five years out

    The most useful place to start. Long enough that the value drivers can genuinely be changed, and long enough for any qualifying conditions on tax reliefs to be met comfortably.

  • Owners with an approach on the table

    A trade buyer or a consolidator has been in touch. The work becomes urgent: understanding whether the offer is fair, what it is really worth after tax, and where the risks in the structure sit.

  • Families planning succession

    Passing the business to the next generation, or to a management team. Different tax position, different funding question, and usually a longer timescale.

  • Owners who simply want the option

    No fixed plan to sell, but a preference for running a business that could be sold. That tends to be a better run business regardless of whether anyone ever buys it.

We do not act as brokers and we do not take a percentage of a deal. If you need someone to find buyers and run the process, that is a corporate finance role and we will introduce you to people who do it properly.

How it works

This runs over years rather than weeks, so it is structured as a plan with review points rather than a project with an end date.

  1. 01

    Where you are, and what you want

    A proper conversation about the number you need, the timescale, whether you want to stay involved afterwards, and what you would do next. The answers change the strategy entirely.

  2. 02

    Valuation and readiness review

    What it is worth now, and an honest assessment of how a buyer would see it: customer concentration, owner dependence, recurring revenue, margin stability and the quality of the information.

  3. 03

    The plan to close the gap

    A written plan with the specific changes that move the value, in priority order, with the ones that take longest started first.

  4. 04

    Execution, reviewed each quarter

    The plan gets reviewed alongside the management accounts. Progress against the value drivers, not just against the profit line.

  5. 05

    Preparing for the process

    Twelve months out: the data room, the structure finalised, the tax position confirmed, and the advisers assembled before anyone starts talking to buyers.

  6. 06

    Through the transaction and after

    Supporting due diligence, working with your corporate finance adviser and solicitor on the numbers and the tax, and dealing with the reporting once the deal completes.

What it costs

Preparation sits in the ongoing package. The deal itself is quoted separately.

Exit and sale preparation is included in Partner, eba's most comprehensive package. Partner also covers quarterly management accounts, quarterly strategy meetings and forecasting, and includes everything in Insights and Core, which starts at £300 per month plus VAT. Partner is priced on scope after a conversation about the business and where it is heading, and billed monthly by Direct Debit.

A one off valuation, or a readiness review to find out where you stand before committing to anything, can be bought as an eba Plus Assist engagement with a fixed fee agreed first. Plenty of owners start there.

Transaction work is an eba Plus Select engagement, quoted separately: tax structuring for a specific deal, an HMRC clearance application, due diligence support, or the personal tax planning that goes alongside the proceeds. It is scoped once there is something concrete to scope.

We do not charge a percentage of the sale price, and nothing we are paid depends on a deal completing. That is deliberate, because you need to be able to trust the answer when we say an offer is not worth taking.

Partner

Exit preparation, management accounts and strategic reviews.

More on Partner

eba Plus

Valuations, readiness reviews and transaction work, quoted per engagement.

More on eba Plus

Questions about exit and sale planning

When should I start planning to sell my business?

Three to five years before you want to exit. That is not a sales line, it is how long the things that actually move the price take: reducing the business's dependence on you, building recurring or contracted revenue, spreading customer concentration and establishing a track record of reliable monthly reporting. Tax reliefs on a share disposal also carry qualifying conditions that have to be met for a period before completion, so structural decisions taken close to a deal often come too late to help.

What is my business actually worth?

Usually a multiple of adjusted profit, with the multiple set by how risky and how transferable the business looks to a buyer, not by what you have put into it. Recurring revenue, a management team that runs it without you, a spread of customers, stable margins and reliable numbers all push it up. Dependence on the owner, one customer worth a third of turnover and accounts nobody can reconcile all push it down hard. We will give you an honest indicative figure, including when it is lower than you hoped.

What do buyers look at in due diligence?

Everything, but the recurring problems are consistent: profit adjustments that cannot be evidenced, a director's loan account nobody can explain, personal costs run through the business, contracts that are not in writing, employment records that do not match the payroll, VAT or PAYE positions left unresolved, and management accounts that do not reconcile to the statutory accounts. Each one either reduces the price, becomes a warranty you personally stand behind, or holds money back in escrow. Most are fixable years in advance and almost none are fixable during the process.

Will I pay a lot of tax when I sell?

It depends heavily on how the deal is structured and on decisions taken well before it. A share sale and an asset sale are taxed differently and buyers usually prefer the one that suits you less. Reliefs exist for owners selling shares in their own trading company, but they carry conditions about your shareholding, your role and how long both have been in place, so they are effectively decided years earlier. Deferred consideration and earn outs add further complications. This is worth proper advice well ahead of a deal.

What if I do not want to sell, I just want to step back?

The work is largely the same, which is the useful part. Making the business run without you is what raises the price for a buyer and it is also exactly what lets you take a step back and keep the income. Succession to a management team or to family is a different tax and funding question, and it usually needs the business to be able to fund the purchase out of its own profits. Either way, the first job is removing the parts of the business that only work because you are in the room.

All frequently asked questions

The timescales that matter

There is no filing deadline for planning an exit. There are timescales, and they are longer than most owners expect.

Three to five years before
When the work that genuinely moves value has to start: reducing owner dependence, building recurring revenue, fixing customer concentration and establishing a reporting track record.
At least two full years before
Reliefs on a share disposal carry qualifying conditions that must be met for a period before completion. Structure decided in the last few months before a deal is structure decided too late.
Twelve months before
Data room assembled, structure finalised, and the last three years of accounts and management information made consistent with each other.
Three to twelve months
How long a sale process typically runs from first approach to completion, and it is rarely the shorter end. The business still has to perform throughout, because buyers watch.
31 January following the tax year of the disposal
When a capital gain on a share sale is reported and the tax paid, through your self assessment return. That can be well over a year after you receive the money, which is a cash flow trap.
Within sixty days of completion
If a UK residential property is sold as part of the exit, the gain is reported and paid separately and far sooner than the annual return.

The single most common regret we hear is starting eighteen months out. Everything above still gets done, but under time pressure and with fewer options, and both of those come off the price.

Where to go next

The services most often bought alongside this one. The packages it sits inside are Partner and eba Plus.

Management accounts

The reporting track record a buyer will ask for.

Personal tax

Where the proceeds of a sale are reported.

Corporation tax

The company position underneath the structure.

See all eight services and what each one costs

Want exit and sale planning handled properly?

Tell us about the business and we will say honestly what you need, what it costs and whether a cheaper answer would do the job.

Get a quote0333 358 0117