How to sell a business in the UK

Selling a business in the UK is a process most owners go through only once. The mechanics are well-established but rarely explained clearly, and the cost spread between doing it yourself and using a broker can be substantial, typically tens of thousands of pounds on a six-figure sale. The goal of this guide is to walk through every step, with realistic timings, and to leave you in a position to decide how you want to handle each one.

What follows is the full timeline from deciding to sell through to completion, written for first-time sellers. Where Fair Handover's tools or pricing make a particular step easier or cheaper, we say so. Where you should take specialist advice, we say that too.

Step 1: Decide why you are selling, and what good looks like

Before anything technical, write down two things: your reason for selling (retirement, health, change of direction, opportunity cost) and what a successful sale looks like (clean exit, ongoing involvement, family handover, key staff protected). Buyers will ask. Your answer shapes the negotiation, your willingness to stay on for a handover period, and whether earn-out structures appeal to you.

Step 2: Get a sensible valuation

You can pay for a formal valuation (typically £500-£2,000 from a chartered business broker or accountant) or work with a quick indicative one (free at our /valuation tool). Either way the figure you arrive at is a starting point, not a price. Most UK SME sales close at 70-95% of the asking price after negotiation, so price somewhere you would be happy to land at.

Step 3: Prepare your numbers and documents

Buyers want three years of accounts, twelve months of management figures, a clean fixed asset register, contracts (lease, key supplier and customer agreements, employment), and an honest read on what depends on you personally. Gather these into one folder before listing. It saves weeks during diligence and reads as professional from the first viewing.

Step 4: Decide how to market the business

Three broad options. A broker (faster start, expensive at completion, typically 8-12% commission plus retainer). A self-serve marketplace like Fair Handover (£19/month or 1% on completion, you handle enquiries directly). Off-market through your own network and personal introductions. Many sellers use more than one route; we are not threatened by you also having a broker.

Step 5: List the business

A good listing has a clear description of the business, anonymised enough to protect your identity but specific enough to attract serious buyers. Decide what is visible publicly (typically sector, town, headline financials, asking price band) and what stays hidden until a buyer signs an NDA (real name, full address, customer concentration detail, contracts).

Step 6: Handle enquiries and the NDA

First contacts are often tyre-kickers. Reply politely but invest your time in buyers who can demonstrate funds or relevant experience. Fair Handover's NDA gates the detailed disclosure automatically and notifies you whenever one is signed, so you can focus on the conversations that matter.

Step 7: Negotiate the heads of terms

Once a buyer is serious, agree the headline terms in writing before lawyers get involved. The heads of terms (or letter of intent) covers price, payment structure, what is included, exclusivity period, and timing to completion. It is not legally binding but it sets the tone for everything that follows.

Step 8: Diligence

The buyer's accountants and lawyers go through everything. Expect 6 to 12 weeks of detailed questions covering financials, tax, employment, contracts, IP, regulatory matters, claims, and warranties you will be asked to give. Be organised and honest. Surprises in diligence are the most common reason deals fall through.

Step 9: Completion

Your solicitor and the buyer's solicitor exchange a Share Purchase Agreement (or Asset Purchase Agreement), warranties, and disclosure letter. Funds transfer on completion day. You hand over keys, access, and a documented handover plan.

Step 10: Post-completion

Most deals include a handover period (typically 3 to 12 months) where you stay on as a consultant. If your structure includes an earn-out, a portion of the price is paid out over the next 12 to 24 months depending on whether agreed targets are hit.