Insights topic
Deal structure: how a sale is actually paid.
Earn-outs, deferred consideration and share versus asset sales — and what actually gets paid.
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About this topic
Structure decides how much of the headline figure an owner keeps and when. A UK business sale may be paid entirely in cash at completion, or split across deferred consideration, an earn-out tied to future performance, loan notes or equity in the acquiring company. Each element carries a different risk of never being received.
The guidance here covers how deals are commonly structured, how earn-outs are measured and where they go wrong, the difference between a share sale and an asset sale, and the tax consequences that follow from each. Owners are encouraged to take their own tax advice on their personal position; the purpose of this guidance is to make the structure legible before terms are agreed rather than after.
Latest records.
Insight / guidance article
How to Keep Buyers Engaged in a Slow Market
Keeping buyers engaged in a slow market depends on maintaining a structured process, responding to information requests promptly, and treating buyer caution as a normal response to wider conditions ra
Insight / guidance article
Selling Up, Not Out: How to Vet a Buyer Before You Sign
A business owner selling up should judge a buyer on proof of funds, sector experience and how much of the price is deferred, not on the headline offer. Weak buyers often hide behind earn-outs that shi
Insight / guidance article
How to Handle Multiple Offers Without Losing Control
Handle multiple offers by comparing them on price, structure and certainty of funding before engaging deeply with any one buyer, and by keeping the process controlled so buyers compete on your terms r
Insight / guidance article
Post-sale planning: what comes next for business owners
Completion of a business sale is rarely the end of an owner's involvement. Handover obligations, any deferred or earn-out payments, tax matters and the personal transition away from running the busine
Insight / guidance article
How to Structure the Sale for Maximum Benefit
Structuring a business sale for maximum benefit means balancing certainty of cash at completion against the higher headline price that deferred consideration or an earn-out can unlock.
Insight / guidance article
Tax Planning Strategies to Optimise a Business Sale
Tax planning for a UK business sale is mainly about timing and preparation well before completion, because reliefs, ownership structure and deal structure all affect the tax outcome. Rates and relief
Insight / guidance article
How to Structure Your Business Sale to Minimise Tax Liabilities
How a business sale is structured, particularly whether it is a share sale or an asset sale, and how the consideration is timed, has a direct effect on the tax a UK seller pays.
Insight / guidance article
The Benefits of Conducting a Pre-Sale Audit
A pre-sale audit is a structured internal review of a business's financial, legal and operational position carried out before it goes to market, so that problems are found and fixed rather than discov
Insight / guidance article
Why Every Business Owner Needs an Exit Plan, Even If They're Not Ready to Sell
An exit plan is not a document you write when you decide to sell. It is ongoing preparation, covering succession, financial structure and dependency on the owner, that protects the business and its va
Insight / guidance article
Is Now the Right Time to Sell Your Business?
Whether now is the right time to sell depends less on wider market conditions and more on an owner's personal readiness, the business's preparedness for sale, and whether recent tax changes genuinely
Insight / guidance article
Balancing price and value with financially-driven buyers
Financially-driven buyers often accept a headline price but negotiate hard on the adjustments that determine what a seller actually receives. Understanding enterprise value, equity value and cash-free
Insight / guidance article
The Smart Exit: Could an Employee Ownership Trust Be Your Best Move?
An Employee Ownership Trust (EOT) exit suits businesses with stable cash flow, a capable management team and an owner who values continuity over maximising sale price through competitive bidding.
Insight / guidance article
Independent Advisers vs Corporate Firms for a Business Sale
Independent advisers and large corporate advisory firms differ mainly in the level of access an owner gets to senior expertise, how fees are structured, and the size of business each is set up to serv
Insight / guidance article
Employee Ownership Trusts: A Tax-Efficient Exit Strategy for Retiring Business Owners
An Employee Ownership Trust is a structure in which a company's shares are sold into a trust held for the benefit of employees, allowing an owner to exit while the business continues to operate indepe
Insight / guidance article
5 common mistakes to avoid in your business exit
Most costly exit mistakes happen before a sale process even begins, not during negotiation. Fixing valuation assumptions, records, dependency on the owner and tax planning early avoids delays and pric