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How to Structure the Sale for Maximum Benefit

How to Structure the Sale for Maximum Benefit

Selling your business isn’t just about finding a buyer—it’s about structuring the deal in a way that maximises value, protects your interests, and sets you up for a secure future. Whether you're retiring, reinvesting, or simply stepping away, how the deal is structured can have as much impact as the final price tag.


At EXITS.co.uk, we work with business owners to ensure every element of their sale is strategically planned to deliver maximum benefit—not just at completion, but long after the deal is done.


1. Start with Your Endgame in Mind

Before entering negotiations, define what ‘success’ looks like for you. Is it:


  • A clean break with maximum cash on completion?

  • A phased handover to secure staff and legacy?

  • Retaining a stake for future upside?


Your personal objectives will guide how the deal should be structured. There's no one-size-fits-all. The right structure aligns financial, legal, and emotional outcomes.


2. Understand the Key Deal Components

Buyers often think in terms of “headline price”, but seasoned sellers know that deal structure matters more. Here are the core components:


Cash on Completion

The portion of the price paid upfront at legal completion. This is often preferred by sellers but may be lower in exchange for reduced risk to the buyer.


Deferred Consideration

A portion of the price paid after completion, typically over 12–36 months. While it can increase the total deal value, it introduces the risk of delayed or missed payments if not secured properly.


Earn-Out

A performance-based payment structure, where additional funds are paid if the business hits agreed targets post-sale. This keeps the seller involved—but also exposed to future performance and operational risk.


Equity Retention

In some sales, especially partial exits, sellers keep a shareholding. This allows you to benefit from future growth, often seen in strategic or private equity deals.


3. Maximise Certainty (and Minimise Risk)

Smart deal structuring isn’t just about value—it’s about protecting yourself. That means:


  • Securing deferred payments with guarantees or charges

  • Minimising warranties and indemnities that could lead to clawbacks

  • Avoiding overly complex earn-out terms that are hard to monitor or manipulate

  • Ensuring the buyer has funding in place—and proof of it


We’ve seen too many deals unravel because sellers didn’t ask the right questions or accepted vague terms. That’s where experience matters.


4. Think About Tax Early

The way your sale is structured can significantly affect your tax liabilities. For example:


  • Asset sales vs. share sales can have very different outcomes

  • Earn-outs may be taxed differently depending on structure

  • Using Business Asset Disposal Relief (formerly Entrepreneurs’ Relief) could reduce capital gains tax to 10%—but only if the criteria are met


Engage a tax specialist early. At EXITS.co.uk, we work alongside trusted advisers to help clients navigate the tax implications of deal structures and avoid last-minute surprises.


5. Consider Your Team, Brand & Legacy

Maximum benefit doesn’t always mean maximum price. Some sellers prioritise:


  • Protecting staff and culture

  • Continuity of the brand

  • Supporting clients or long-standing suppliers


These non-financial priorities can influence the type of buyer and deal terms. For example, an employee ownership trust (EOT) structure may be a better fit for legacy-focused exits.


6. Use Competitive Tension to Your Advantage

The best deals are rarely the first ones offered. By creating competitive tension, you’re more likely to:


  • Drive up the price

  • Negotiate stronger terms (e.g., more cash upfront)

  • Avoid overly buyer-favoured conditions


That’s why a structured process—targeting multiple vetted buyers confidentially—often delivers far better results than negotiating with one party alone.


7. Work with an Experienced Deal Team

Ultimately, the structure of your deal can make or break your exit. At EXITS.co.uk, we specialise in representing UK business owners with turnovers between £500K and £5M, helping structure sales that are:


  • Professionally negotiated

  • Tax-efficient

  • Secure and enforceable

  • Aligned with your long-term goals


We’re entrepreneurs ourselves, and we know what it takes to get a deal over the line—on your terms.


Thinking About Selling? Let’s Talk.

If you’re considering a business sale in the next 6–24 months, now is the time to plan your structure. We offer a no-obligation initial conversation to help you understand your options.



EXITS.co.uk – Business sales done properly. Straight-talking. Seller-focused.

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