1. Exit Planning: The 24-Month Plan
The runway, window by window.
Read the guide →
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How to Sell a Business
To sell a business, you prepare it to run without you, evidence what it owns and earns, then run a managed process: an adviser markets it to buyers under NDA, you agree heads of terms, the buyer completes due diligence and you sign the sale and purchase agreement. In the UK a well-run sale takes six to twelve months from going to market, and the preparation that sets the price should start twelve to twenty-four months before that.
Buyers pay a multiple of earnings, and the size of that multiple is set by things that never appear cleanly on your accounts: your brand, your customer relationships, the processes that let the business run without you, and the technology and intellectual property you own outright. This guide covers the full journey, from when to start and how to prepare to how buyers value what you have built. It is written for owners of UK businesses turning over roughly £1m to £100m who are thinking about selling in the next one to three years.
Start earlier than you think
The single biggest lever on your sale price is time. Most owners begin preparing about three months before they go to market. The owners who achieve the strongest outcomes start closer to twenty-four.
Time lets you fix the things a buyer's diligence would otherwise use to chip the price down: customer concentration, undocumented processes, key-person risk, unregistered intellectual property, and revenue that turns out to be less recurring than it looked. It also lets you build the evidence base — the record of what you own and what it is worth — that turns a defensive negotiation into a confident one.
60–80%
of a modern business's enterprise value sits in intangible assets
24 months
the runway the best-prepared owners give themselves
1
document a broker can put in front of buyers to justify the ask
★ Key Takeaway
You cannot manufacture readiness in the final quarter. The value you realise at exit is built in the eighteen months before you go to market — and most of it is intangible.
Selling a business checklist
Ten steps, in the order most UK owners take them. Each links to the guide that covers it in depth.
- Decide the route and the timing. Choose your exit strategy (trade sale, private equity, management buyout or employee ownership trust; see business exit strategies compared) and start exit planning twelve to twenty-four months ahead.
- Reduce owner dependency. Document processes, hand over decisions and move customer relationships to your team: reduce founder dependency before you sell.
- Normalise the numbers. Strip out owner-specific costs and one-offs so a buyer sees your normalised EBITDA.
- Get a valuation view. Understand what your business is worth to a buyer, and how to value a business, before you set an asking price.
- Inventory and protect your intangible assets. Register trademarks, confirm you own your technology and content, and record the intangible assets buyers value most.
- Appoint an adviser. A broker or a corporate finance adviser, depending on size and complexity: business broker vs M&A adviser.
- Choose the structure and take tax advice. A share sale or an asset sale changes the tax position for both sides, and reliefs such as Business Asset Disposal Relief depend on conditions set in UK tax law. Take advice from a UK tax adviser.
- Build the data room. Organise it before the first question: what buyers expect to find.
- Run the process. Teaser, information memorandum, approaches to buyers under NDA and heads of terms: the business sale process, step by step.
- Complete and hand over. Diligence, the sale and purchase agreement and completion. Where a share sale changes who controls the company, the company then updates its register of people with significant control and notifies Companies House. Earn-outs and warranties govern what follows.
ℹ Note
This checklist is general information for UK owners, not legal or tax advice. The rates, limits and conditions of tax reliefs are set in UK tax law, published by HMRC, and change from time to time.
The intangible assets buyers pay a premium for
When a buyer decides what your business is worth, they are really asking a set of questions about assets that your balance sheet mostly ignores. We group them into Opagio 12™ — twelve intangible value drivers that determine your hidden enterprise value. Here is what a buyer is looking for in each.
Brand & Reputation
Does your name and reputation transfer to me, or does it walk out with you?
Customer Capital
How contracted, recurring and low-churn is the revenue I am underwriting?
Technology & Innovation
Do you own your technology and patents, or licence them — and who wrote the code?
Data & Intelligence
What data do you hold, and do I have the right to keep using it after completion?
Network Effects & Platforms
Is there a marketplace or platform dynamic here I could not rebuild myself?
Human Capital
Whose knowledge is critical, and does it stay after you leave?
Organisational Capital
Are your processes documented well enough that the business runs without you?
Ecosystem & Partnerships
Which supplier and channel relationships survive a change of control?
Content & IP
What content and registered intellectual property do you own outright?
Regulatory & Compliance
What licences and approvals am I buying that I would otherwise have to earn?
Switching Costs & Lock-In
How hard is it for your customers to leave — how sticky is this revenue?
Culture & Ways of Working
Is the way this business works repeatable once you are gone?
ℹ Note
Two of these drivers — Organisational Capital and Human Capital — decide how dependent the business is on you personally. They are the single most common reason a strong-looking business attracts a weak multiple. We cover them in depth in Reduce Founder Dependency Before You Sell.
The sale journey
Selling a business follows a recognisable path. Each step has its own preparation and its own pitfalls. Use the guides below as you move through it.
2. Preparing Your Business for Sale
The owner's readiness checklist.
Read the guide →3. How Much Is My Business Worth?
How buyers actually value you.
Read the guide →4. Reduce Founder Dependency Before You Sell
De-risking the business away from you.
Read the guide →5. The Intangible Assets Buyers Value Most
What earns a premium.
Read the guide →6. The Business Sale Process, Step by Step
Teaser to completion.
Read the guide →7. How to Find a Buyer for Your Business
Trade, financial and management buyers.
Read the guide →8. Share Sale vs Asset Sale (UK)
Structure and tax.
Read the guide →9. Building a Data Room to Sell Your Business
What buyers expect to find.
Read the guide →10. Earn-Outs in a Business Sale
The terms that follow completion.
Read the guide →Evidence beats assertion
What a buyer's diligence will find
Every claim you make about your business will be tested in diligence. The owners who defend their price are the ones who can show the evidence: a documented register of the intangible assets they own, what each one is worth, and a profit and loss statement normalised so a buyer can see the real earnings power.
Opagio Intangibles builds exactly that. It identifies and classifies your intangible assets across Opagio 12, values them using recognised methods, and produces the Opagio Value Drivers Register™ and a Normalised P&L — the documents a broker can put in front of buyers. See what a buyer's diligence will find — book a demo of Opagio Intangibles.
✔ Example
An owner told by a broker that their services business was "worth about four times earnings" ran the assessment and found thirty-one separately identifiable intangible assets — a registered training methodology, long-dated client contracts, and a proprietary delivery process among them. The value that was invisible on the accounts became the evidence base for a higher ask.
If part of your plan is to fund improvements before you sell — strengthening the brand, registering IP, or reducing key-person risk — you may be able to borrow against the intangibles you already own. See IP-backed lending: fund pre-exit improvements without a personal guarantee.
Frequently asked questions
How do I sell my business?
At a high level: prepare the business and its evidence base, agree a valuation view, appoint an adviser, market to a curated buyer list under NDA, negotiate heads of terms, and then complete after diligence. The preparation phase is where most of the value is won or lost. Start with exit planning: the 24-month plan.
How long does it take to sell a business?
From a standing start, a well-run process typically takes six to twelve months from going to market to completion — but the preparation that determines your price should begin twelve to twenty-four months earlier. See how long it takes to sell a business.
What is my business worth to a buyer?
Buyers apply a multiple to normalised earnings, and set that multiple based on the quality of your intangible assets — brand, customers, technology, processes and people. See what is my business worth to a buyer and the guide on how much is my business worth.
Should I use a business broker or an M&A adviser?
It depends on your size and complexity. Smaller businesses are often served well by a broker; larger or more complex sales usually warrant a corporate finance adviser. See business broker vs M&A adviser.
How do I reduce founder dependency before selling?
Document the processes only you hold, distribute customer relationships across your team, and remove yourself from day-to-day decisions in stages. See reduce founder dependency.
Key terms used across this hub
Heads of Terms · Sale and Purchase Agreement · Information Memorandum · Completion Accounts · Business Asset Disposal Relief · Normalised EBITDA · Earn-Out · Trade Sale
Prepare the sale
Buyers price your business through its intangible assets. The owners who defend the multiple build the evidence before going to market.
A 20-second read — would your business survive diligence today?
- See your business through a buyer’s eyes Which of the Opagio 12 drivers you can evidence today — and which a buyer will discount.
- Take the vendor data room template → The 23 tabs a buyer's diligence opens, plus the six a sale adds.
- Build the evidence pack in Opagio Intangibles The Opagio Value Drivers Register™ and Normalised P&L your broker puts in front of buyers.
Ready to act on this? See exit readiness · Buying rather than selling? See the Buy a Business hub