Exit planning: the 12 to 24 months that decide what you are paid
Exit planning is the twelve to twenty-four month programme that prepares a business, its shareholders and its paperwork for sale. It has four parts: establish a defensible valuation baseline, improve the small number of value drivers buyers actually price, settle the tax and legal structure early enough to qualify for the reliefs you are counting on, and run a competitive process rather than negotiating with the first buyer who calls. Owners who start late usually still sell. They just sell with less leverage.
Most owners meet the market once. The buyer opposite has done it twenty times and arrives with a template agreement and a standard set of reasons the price should fall after heads of terms. Exit planning closes that gap before the conversation starts.
Four strands run in parallel. Get them in order and the process is yours to control.
The timeline below is the sequence we use with owner-led businesses in building services, facilities management and specialist healthcare. Where a shareholding restructure is needed for tax purposes, work backwards from twenty-four months rather than twelve.
Every buyer is pricing risk. These are the eight areas where the risk is visible, measurable and worth money. Two or three improved properly beat all eight improved superficially.
Tax is the part of exit planning where late action is genuinely irreversible. Reliefs depend on qualifying periods measured in years, and a structure put in place three months before completion will often fail a test the same structure would have passed had it been done two years earlier.
This section is general information about UK tax as it applies to business disposals. It is not tax advice and it does not create an adviser relationship. Rates, thresholds and qualifying conditions change. Verify your position with a qualified accountant or tax adviser and against the HMRC and GOV.UK sources listed at the foot of this page.
Diligence usually runs eight to sixteen weeks from heads of terms. The purpose of exit planning is to make sure nothing surfaces in that window that you could have dealt with a year earlier at a fraction of the cost.
Valuation sets the baseline. Optimisation targets the two or three drivers that move your multiple. Process takes the business to a curated buyer list so competitive tension protects the price. Research is systematic. Judgement, approaches and negotiation are human.
Buyer landscape and EBITDA multiple bands differ by sector. Start with the page closest to your business, then plan around the drivers that matter there.
months of planning before going to market
qualifying period behind most UK tax reliefs
weeks from heads of terms to completion
self-registered acquirers in our network
Fix what buyers discount", body:
Build the evidence pack", body:
Approach a curated buyer list in a controlled sequence rather than responding to whoever happens to call. Competitive tension is the single most reliable protection against a reduced offer during diligence, because a buyer who knows there is an alternative has less room to renegotiate.
From heads of terms to completion typically runs eight to sixteen weeks depending on the buyer, the funding structure and how clean the data room is. Plan for the handover period agreed in the sale and purchase agreement, and for any earn-out mechanics that keep you commercially involved after completion.
Maintenance, inspection, monitoring and compliance-led repeat work is priced far more generously than project or install revenue. What matters is that the contracts are written, transferable on a change of control, and renewing at a rate you can prove.
In building services, facilities management and specialist healthcare, third party accreditation is a price-setting credential. Lapsed certification found in diligence raises the question of what else has slipped.
Business Asset Disposal Relief has a lifetime limit
Business Asset Disposal Relief, formerly Entrepreneurs' Relief, applies a reduced rate of Capital Gains Tax to qualifying disposals up to a lifetime limit of one million pounds of gains. Gains above that limit are taxed at the main Capital Gains Tax rates. The relieved rate has been legislated to increase in stages, so confirm the rate that applies to your expected completion date with your accountant before you commit to a timetable.
Qualifying conditions run on a two year clock
In broad terms you must have held at least five percent of the ordinary share capital and voting rights, been an officer or employee of the company, and the company must have been a trading company, for at least two years ending with the disposal. That two year qualifying period is the single strongest argument for starting exit planning early: a restructure done twelve months before a sale can fail the test that the same restructure passes at twenty-four months.
Share sale and asset sale are taxed very differently
Most owners want to sell shares, because the gain is taxed once in the shareholder's hands. Many buyers prefer to buy assets and the trade, which can leave a double tax charge for a corporate seller. Where the buyer insists on an asset purchase, the price needs to reflect the difference in net proceeds, not just the difference in headline value.
Earn-outs and deferred consideration need advance planning
Deferred and contingent consideration carries its own tax treatment, and the choice between cash, loan notes and shares in the acquirer materially changes when tax falls due. Agree the tax analysis before heads of terms rather than after, because the structure is far harder to change once it is written down.
Consider whether an alternative structure fits better
A sale to an Employee Ownership Trust, a management buyout or a partial sale to a private equity investor each carry a different tax and cash profile. These are not always better, but an owner who has only ever considered a trade sale is negotiating with one option.
Take advice from a qualified adviser
This page is general information, not tax advice. Rates, thresholds and qualifying conditions change with each Finance Act. Confirm your position with a chartered accountant or tax adviser, and use the HMRC and GOV.UK sources listed at the foot of this page as the primary reference.
Accreditation and certification status, health and safety record, insurance history and claims, systems and asset registers, vehicle fleet, and evidence that statutory inspection obligations have been met.
What is exit planning?", answer:
How long does exit planning take?
Twelve to twenty-four months is the practical window for most owner-led businesses. Twelve months is enough to tidy reporting, formalise recurring revenue and prepare a data room. Twenty-four months is needed where share ownership has to be restructured for tax purposes, where a management layer has to be recruited, or where customer concentration has to be reduced. The sale process itself typically adds a further six to nine months from first approach to completion.
How is exit planning different from exit readiness?
Exit readiness is the diagnostic: where does the business stand today against what buyers price. Exit planning is the programme of work that follows, with a timeline, owners for each action and a target date for going to market. Most owners start with the exit readiness hub, then move into planning once they have decided when they want to sell.
When should I start exit planning?
As soon as a sale is a realistic intention within three years, and immediately if you have already been approached by a buyer. The tax reliefs that matter most run on two year qualifying periods, and the operational improvements that move a multiple take at least two or three reporting cycles to become credible in the numbers.
What is Business Asset Disposal Relief and will I qualify?
Business Asset Disposal Relief applies a reduced rate of Capital Gains Tax to qualifying business disposals, up to a lifetime limit of one million pounds of gains. Broadly, you need to have held at least five percent of the ordinary share capital and voting rights, to have been an officer or employee, and for the company to have been trading, throughout the two years ending with the disposal. The relieved rate has been legislated to rise in stages, so confirm the applicable rate and conditions with your accountant and against the HMRC guidance linked below.
Should I sell shares or sell the trade and assets?
Most sellers prefer a share sale because the gain is taxed once in the shareholder's hands and the liabilities transfer with the company. Buyers often prefer an asset purchase because it leaves historic liabilities behind. Where a buyer insists on an asset deal, the headline price has to compensate for the difference in net proceeds after tax, which is a calculation to run before heads of terms rather than after.
What do buyers look at first in diligence?
Quality of earnings and the durability of revenue. A buyer wants to know which part of your EBITDA will still be there in three years without you in the building. Everything else, from contracts to accreditation to employment paperwork, is a check on whether that number is real and transferable.
How much does an earn-out usually represent?
It varies with the risk the buyer is pricing. Where earnings are contracted, diversified and management-run, deals are more likely to be weighted to cash at completion. Where the owner is central to the customer relationships or one customer dominates the revenue, buyers push more of the consideration into deferred or performance-linked payments. Reducing those two risks in advance is the most direct way to change the shape of the offer.
Do I need my accounts audited before a sale?
An audit is not usually required for a company below the statutory thresholds, and most buyers will commission their own quality of earnings work regardless. What matters far more is that your monthly management accounts are timely, consistent and reconcile to the filed statutory accounts. Unreconciled figures cost more credibility than the absence of an audit.
How do I keep a sale confidential?
Run a controlled process. Approach a curated list rather than advertising, use a blind teaser that describes the business without identifying it, take non-disclosure agreements before releasing an information memorandum, and stage the release of sensitive material such as named customer data until a buyer has demonstrated intent and funding.
What is a data room and what goes in it?
A data room is the indexed, access-controlled repository of everything a buyer will diligence: statutory and management accounts, tax filings, the recurring revenue schedule, material customer and supplier contracts, employment documentation, property leases, insurance history, accreditation certificates, asset registers and the financial model. Building it in advance is the difference between a process that keeps momentum and one that drifts.
What are the most common exit planning mistakes?
Starting too late to qualify for the tax position you assumed. Negotiating with a single buyer who approached you directly. Presenting add-backs you cannot evidence. Letting the business plateau during the sale process because the owner's attention has moved. And agreeing heads of terms with an exclusivity period long enough for the buyer to renegotiate at leisure.
How does DealFlowAgent run exit planning?
In three phases. Valuation establishes the baseline and the realistic range. Optimisation targets the small number of value drivers that move the multiple in your sector. Process runs a curated, competitive approach to strategic acquirers, private equity platforms and buy-and-build operators drawn from a base of 13,000 or more self-registered acquirers. Every stage is confidential and led by people, with technology used to shorten the research rather than to replace judgement.
GOV.UK: Business Asset Disposal Relief
HMRC: Capital Gains Manual (CG64000+)
GOV.UK: Capital Gains Tax rates and allowances
GOV.UK: Tax when your limited company gives to charity or sells assets
HMRC: Employment Related Securities Manual
GOV.UK: TUPE, transfers of undertakings
HSE: Health and Safety Executive
How UK owners plan an exit over 12 to 24 months: timeline, value drivers, Business Asset Disposal Relief, buyer diligence and running a competitive sale process.
Financial", body: "Maintainable earnings, evidenced add-backs, reporting a buyer can verify.
Operational", body: "Remove owner dependency, concentration and uncontracted revenue.
Structural", body: "Share ownership, tax reliefs and legal housekeeping, settled early.
Commercial", body: "Buyer list, positioning and how the business goes to market.
Joe Lewin, founder of DealFlowAgent, explains how the firm helps owners of building services, facilities management and healthcare businesses run a confidential, competitive sale process with 13,000+ vetted acquirers.
Three clear phases. Start wherever you are: some owners begin at Phase One, others are ready for Phase Three today.
Start with your free valuation and value drivers report. It takes a few minutes, your data is strictly confidential, and it is never shared with buyers or anyone else.
You then have a confidential discovery call with an expert adviser, a grounded conversation about:
From there we walk through your valuation, the key factors that could move it, and the options open to you.
As light or as hands-on as you want it. A monthly check-in on how the month went and what could improve, or a half or full day with you and your directors at your office, plant or warehouse. We work through the factors our exit readiness scorecard measures, across people, operations, systems and processes, and the quick wins alone can materially move your valuation.
The patterns below come up again and again in founder-led businesses. Each one is fixable.
The end to end sale, run step by step. Nothing reaches a buyer until you have approved it.
Throughout, you are looked after by a dedicated core advisory team and industry specialists, with AI agents working beneath the advisers the way analysts and associates support a deal team. The top-tier banks reserve that bench strength for companies above £100 million in revenue. We bring it to yours.
Get Your Free Valuation Report
Or see your free buyer list first
Six months or three years away from a sale, both are free and there is no obligation to proceed.
Pricing, relationships and know-how walk out of the door with you. Buyers price that risk into their offer.
Time, materials and margin slip quietly on live jobs, and by the time the accounts show it, the money is gone.
Financial reports, KPIs and pipeline figures arrive late because someone has to pull them together by hand.
Project work and ad-hoc jobs make cash flow hard to predict and cap the multiple a buyer will pay.
Organisations search Google and AI answer engines every day for providers in your niche, and find your competitors instead.
We agree whether to launch buyer conversations, pursue a hybrid route, keep preparing, or pause. The decision is evidence-led rather than pushed by advisor momentum.
Stage one buyer pack and data room
We build the teaser, the management narrative, the financial bridge and the stage one information pack. You approve the story before any buyer sees it.
We approach a curated set of buyers where there is a credible strategic, cultural or structural fit. The aim is buyer tension without creating noise around the business.
We qualify interest, prepare you for each meeting and keep a truthful view of buyer behaviour, concerns and seriousness.
Buyers receive deeper access only when their interest, fit and seriousness justify it. Information flow stays controlled.
We compare price, structure, retained equity, earn-out, role expectations, cultural fit and execution risk side by side rather than chasing the headline number alone.
We drive competitive tension where it exists, challenge weak terms and help select the route that best balances value, legacy and practical deliverability.
Legal, diligence and completion support
We project-manage the advisory workstream alongside your appointed solicitors so diligence, disclosure, legal drafting and buyer communication do not drift.
Signing, funds flow and the announcement. We handle press and completion-day communication with you, your team and the buyer.
A senior M&A bench, plus a sector specialist recruited for your industry on every deal.
Joined full-time on 22 August 2026 from the largest M&A advisory firm in the UK, owned by K3 Capital. As an ex-Director he managed teams of M&A advisors, analysts and associates, working daily with business owners, buyers and stakeholders on live acquisition deals. Selected from 260 applicants alongside colleagues from investment banking backgrounds, he brings that experience and network to lead the advisory bench across Building Services, Facilities Management, and Healthcare.
Senior Building Services & FM Advisor
Martin is one of the most well-connected figures in UK fire, security, building services and FM. He is Chairman of both the Fire Industry Association and the British Security Industry Association, the only person in the UK to hold both roles simultaneously. Martin spent over a decade in senior leadership at Mitie, latterly as Industry Liaison Director for its fire and security division, helping scale the business past £500m in revenue and playing a role in the £366m acquisition of Marlowe plc, which created one of the UK's largest compliance, fire and security services groups. He joined DealFlowAgent because owners in these sectors deserve a genuine sector-specialist advisor across valuation, business optimisation and buyer access. In recognition of his industry roles, he acts in a personal, non-partisan capacity.
Industry Partner, Hiring and Leadership
Nick leads FM Talent Partners, the facilities management and real estate leadership search firm, and is a leading specialist in building services and FM management talent. He partners with DealFlowAgent on two-way referrals: helping business owners and acquirers fill the key roles that decide whether a business is sellable, and introducing owners who are thinking about their next chapter to a team that knows their industry and their market. Key-person dependency is one of the two most common reasons a sale collapses, and Nick fixes it at source.
For every engagement we add a sector specialist from your industry to the core team: a 15–25 year operator or advisor with direct relationships in your niche. Recruited per deal so you get the right fit, not a generalist.
Two in-house AI systems work alongside the human bench. They are software, not people, built and supervised by the advisory team.
Available 24/7. Monitors every signal in your deal and keeps the advisory team one step ahead. Trained on thousands of M&A transactions.
Engages 13,000+ acquirers to surface live mandates and intent, then feeds your advisors with warm, ranked buyer matches.
Industry publications and events where DealFlowAgent has either been featured in or exhibited at. It is often where we build relationships with business owners, business buyers, and team members.
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