Selling a business is one of the most significant decisions an owner can make—both financially and emotionally. Whether you’ve spent decades building your company or scaled it quickly in recent years, preparing for a sale takes more than simply putting it on the market.
Buyers paying market value typically expect a business to be presented in a clean, well-organised, and legally robust condition. Inadequate preparation not only risks deal delays but can also have an implication on the sale price received.
Get Your Books in Order
Getting ‘sale ready’ means organising and preparing key aspects of your business before potential buyers begin their due diligence. Once you’re already several weeks into due diligence and under buyer scrutiny, it can be too late to address these issues effectively. Key areas to focus on include:
® Corporate: ensure your company registers (i.e., your ‘company books’), filings, and board approvals are up to date and accurately reflect the current position.
® Contracts: organise customer, supplier, and lease agreements. Identify any change-of-control clauses that may be of concern to a buyer. Ensure that you have copies of any material contracts.
® Financial: ensure that your financial accounts are accurate and up to date. It is standard practice to have three years of financial statements available.
® Employees: confirm that all employment documentation and contracts are in place, fully up to date and available. Regularise the status of any self-employed individuals, commercial agents, or those working on arm’s length contracts.
® IP & Assets: clarify and document ownership of key intellectual property (branding, systems, software).
Without proper preparation, the deal process can be delayed or create a perception of increased risk for the buyer, potentially resulting in wider protections being sought in the legal documentation. Additionally, any issues uncovered during due diligence may provide the buyer with grounds to negotiate a lower price.
How Can We Support?
Our team at Johnsons Solicitors can assist in getting you ‘deal ready’ whether a sale is imminent or several years away.
We can perform a legal audit and identify in advance of a sale process, any issues that may need addressed.
Tax planning can have a significant impact on your net proceeds and therefore the structure of the sale—whether a share sale or asset sale—will affect your tax position, and there may be ways to optimise your affairs in advance. We can work with your other professional advisors to ensure that any deal is structured as efficiently as possible, or to consider restructuring options that may reduce tax liability.
As a proposed deal nears, we can assist in organising a data room in advance of finding a buyer. Preparing well-organised folders of information can speed up the process and give buyers confidence, showing professionalism and transparency.
Planning for Success
Preparing your business for sale goes beyond simply ‘packaging’ what you’ve built — it’s about proactively managing the process to achieve the best result in a timely manner. With careful planning, expert advice, and a clear understanding of your goals, you can maximise the value of your business and exit on your terms.
If you’re considering selling now or just planning for the future, contact us today for a consultation.