Selling your business: you build it in years, you sell it in months

Getting ready to sell

Here's what nobody tells you: a buyer's opening offer is partly a judgement on how much hassle you're going to be. Tidy businesses — written contracts, clear ownership of the assets and the IP, no simmering disputes — command better prices, because the buyer isn't pricing in risk they can see and you can't explain.

The work to get there often takes a year. Start it before you go to market, and you pull the rug out from under every "well, given this, we'd have to knock the price down…" conversation.

How it actually runs

1. Heads of terms. The outline deal, usually with a period where you agree not to talk to anyone else.
2. Due diligence. The buyer's advisers go through everything. Being ready keeps the deal moving — and keeps you in control of the narrative.
3. The sale agreement. The binding contract gets negotiated, price and all.
4. Disclosure. You tell the buyer the true state of things, in writing, which is what protects you from a claim later.
5. Completion. Signatures, money, handover.

Protecting the price

Most of a seller's risk lives in the warranties. You'll promise things about the business, and if one turns out to be wrong, the buyer can come after you — sometimes years later, long after you've spent the money. Two things protect you: honest disclosure (tell them the truth, in writing, so they can't later claim they were misled) and negotiated limits on your liability — caps, time limits, thresholds. This is detailed, high-stakes drafting. It's where a good adviser quietly earns their fee.

It's rarely over at completion

Deferred payments, earn-outs tied to future performance, promises not to set up in competition — plenty of deals keep you tethered to the business for years after you've "sold" it. And the way the proceeds are structured has a real effect on the tax you pay. Which is exactly why the legal and tax sides of a sale should never be handled in separate rooms.

This article is general information, not legal advice. The law changes and depends on your circumstances — always take advice on your specific situation before acting. Last reviewed 25 June 2026. Buzz Solicitors is a trading name of AD Solicitors Limited, a recognised body regulated by the SRA (no. 8011228).

Robert Festenstein

Head of Legal, Buzz Solicitors

A solicitor with more than two decades' experience in commercial law, dispute resolution, insolvency and judicial review. Robert acts for businesses, directors and individuals on the matters that carry real consequence — and leads Buzz Solicitors.