How to Sell Your Business: The 24-Month Exit Plan

Most owners begin preparing to sell their business about three months before they go to market. They tidy the accounts, write a short summary, and call a broker. The owners who achieve the strongest outcomes begin closer to twenty-four months out — because the value realised at exit is built in the eighteen months before the business ever reaches a buyer.

This guide sets out how to sell a business over a two-year horizon: what to do in each six-month window, what a buyer's diligence will test, and how to build the evidence that lets you defend your price rather than concede it. It is written for owners of UK businesses turning over roughly £1m to £100m who are considering an exit.

Why time is the biggest lever on price

A buyer does not pay for last year's profit. They pay a multiple of normalised earnings, and they set that multiple based on how much of your business will survive without you. Time is what lets you improve the answer to that question — and improving it is worth more than any negotiating tactic applied in the final week.

The reason is straightforward. The things that cap a sale price — customer concentration, undocumented processes, key-person risk, unregistered intellectual property, revenue that turns out to be less recurring than it looked — all take months to fix. You cannot manufacture readiness in the final quarter, and a buyer's diligence is designed to find exactly the weaknesses you left too late to address.

Months 24 to 18: understand what you are selling

The first window is about seeing your business the way a buyer will. That means cataloguing what you actually own — not the assets on your balance sheet, but the intangible assets that produce your earnings: your brand, your customer relationships, your technology and intellectual property, your data, and the processes that make the business run.

Most owners are surprised by this inventory. A business told it is "worth about four times earnings" often turns out to hold dozens of separately identifiable intangible assets — a registered methodology, long-dated contracts, a proprietary delivery process — that a buyer would value individually. Identifying them early tells you where your value concentrates and, just as importantly, where it is exposed.

This is also the window to get an early, honest valuation view — not to set a number in stone, but to understand the gap between what you hope to achieve and what the evidence currently supports. That gap is your work list for the next eighteen months.

Months 18 to 12: fix the value leaks

With the inventory in hand, the second window is remediation. You are working through the weaknesses that diligence would otherwise use to chip your price, in rough order of impact.

Each of these is a project, not a task, which is why the window is a full year. Founder dependency in particular — the concern captured by the Organisational Capital and Human Capital drivers within The Opagio 12 — is the most common reason a strong-looking business attracts a weak offer, and the slowest to fix. We cover it in depth in reduce founder dependency before you sell.

Months 12 to 6: build the evidence base

By now the business is stronger. The third window is about proving it. Every claim you make in a sale will be tested, so the owners who defend their price are the ones who arrive with documentation rather than assertion.

Three documents do most of the work: a register of the intangible assets you own and what each is worth; a profit and loss statement normalised so a buyer can see the real earnings; and a data room organised so diligence runs quickly and cleanly. Together they turn a defensive negotiation into a confident one.

If part of your plan is to fund improvements in this window — investing in the brand, registering IP, or hiring to reduce key-person risk — you may be able to borrow against the intangible assets you already own rather than pledging personal guarantees. See IP-backed lending: fund pre-exit improvements without a personal guarantee.

Months 6 to 0: run the process

The final window is the sale itself. With preparation done, the process is more predictable: your adviser produces a teaser and an information memorandum, approaches a curated list of buyers under NDA, and manages competing interest toward heads of terms. Diligence follows, then the sale and purchase agreement and completion.

What a buyer's diligence will test

Because deal structure drives your tax outcome, this is also where you confirm whether you are doing a share sale or an asset sale — a choice with material consequences in the UK, including for Business Asset Disposal Relief. We cover it in share sale vs asset sale.

Two sellers, the same business, different outcomes

The clearest way to see why the twenty-four-month runway matters is to compare two owners selling the same kind of business. Both have good businesses and honest numbers. One starts preparing when a broker calls; the other starts two years out. The gap in their outcomes is not luck or negotiation — it is preparation made visible.

The unprepared seller is not selling a worse business. They are selling the same business with less evidence, and a buyer prices uncertainty conservatively. Each unanswered question becomes a reason to lower the offer, extend the earn-out, or demand a broader set of warranties and indemnities. The prepared seller has removed those reasons one by one over the preceding two years, so the negotiation is about price rather than about risk.

The mistakes that cost owners the most

Most disappointing exits trace back to a small number of avoidable errors, and nearly all of them are errors of timing — leaving something until the point where it can no longer be fixed without cost.

The first is starting too late, which underlies most of the others. An owner who begins three months out cannot reduce genuine founder dependency, cannot convert informal customer arrangements into contracts, and cannot register intellectual property in time to matter; they can only present what already exists. The second is confusing profit with value: focusing on squeezing another point of margin in the final year while ignoring the intangible assets and the founder-dependency question that actually set the multiple. The third is neglecting the numbers a buyer relies on — going to market without a defensible normalised EBITDA and a clean quality of earnings picture, which invites the buyer to make their own, more conservative adjustments.

The fourth is treating diligence as an event to survive rather than a test to prepare for. A buyer's advisers are paid to find reasons to pay less; an owner who has done their own vendor diligence first, and disclosed openly, controls the narrative. The fifth is leaving tax and structure to the end. Whether a sale is a share sale or an asset sale has material consequences in the UK, including for Business Asset Disposal Relief, and the most efficient structures depend on decisions — such as whether a holding company sits above the trading company — that must be in place well before completion.

None of this requires you to become a corporate finance expert. It requires you to start early, to understand that most of your value is intangible, and to build the evidence for it methodically. That is the entire purpose of the twenty-four-month plan.

If you have less than two years

Not every sale allows a full runway. Health, an unsolicited approach, a partnership breakdown or simple readiness can bring a sale forward. A compressed timeline does not mean abandoning the plan; it means prioritising the parts of it that move the price most, and being honest with a buyer about the rest.

If you have twelve months, concentrate on three things. First, the numbers: produce a defensible normalised profit and loss, because a buyer will discount earnings they cannot trust, and this is the fastest high-value work you can do. Second, the evidence of what you own: identify and document your intangible assets and assemble a data room, so diligence has answers rather than gaps. Third, the most acute founder-dependency risks: you may not have time to build a full management layer, but you can document the critical processes and start distributing your most important customer relationships.

If you have six months, be realistic. You are unlikely to change the fundamental shape of the business, so the priority shifts to presentation and disclosure — evidencing what is genuinely there, and disclosing openly what is not, so that surprises do not derail the process late. A buyer will forgive a known weakness that is disclosed early; they will re-price a weakness they discover for themselves in diligence.

The judgement in a compressed sale is knowing which gaps to close and which to disclose. Closing a gap takes time you may not have; disclosing it costs nothing and protects the relationship. The owners who sell well on a short timeline are the ones who are candid about where the business is, and who put the evidence for its real strengths — most of them intangible — in front of the buyer before the buyer goes looking.

The plan on one page

Selling a business well is not a single event; it is a two-year programme that moves value out of your head and onto the record. Understand what you own, fix the leaks, build the evidence, then run the process. Owners who do this in that order consistently outperform those who compress it into the final quarter, because the compressed version leaves too much of the business's value undocumented and therefore unpriced.

The through-line of the whole plan is that most of what a buyer pays for is intangible — your brand, your customers, your technology, your processes and your people — and almost none of it appears on the balance sheet a buyer is handed. The two-year runway exists to make that hidden value visible and defensible before anyone is negotiating over it. That is the difference between accepting the number you are offered and defending the number the evidence supports.

If you are earlier in the journey, start with the full sell-your-business hub and preparing your business for sale. When you are ready to build the evidence a buyer will demand, book a demo of Opagio Intangibles and see what your diligence will reveal.

For a sense of realistic timelines, see how long it takes to sell a business.

Ivan Gowan is Founder and CEO of Opagio. He spent twenty-five years in fintech, including at IG Group, before building Opagio to help owners see and evidence the intangible value in their businesses. Meet the team.