Two people talking across a table

Two years before a sale

What has to happen two years before a business sale, and the signs in a client’s file that a sale is coming.

When the accountant hears about a sale

An owner may tell their accountant about a sale only when there is a buyer. By then the deal runs on the buyer’s timetable, due diligence is under way, and the things that take a year or two can no longer be done.

The useful work happens earlier, while the position can still be changed. The signs are in the accounts, so the accountant can see them before a buyer appears.

What takes time

  • Business asset disposal relief. The relief taxes qualifying gains at 18% from 6 April 2026, up to a lifetime limit of £1 million, and the qualifying conditions have to be met throughout the two years before the disposal (gov.uk, Business Asset Disposal Relief). Check shareholding, officer or employee status and trading status well ahead, because some of them take time to correct.
  • Trading status. Substantial non-trading assets, such as surplus cash or investment property, can put the relief at risk. HMRC uses 20% of turnover, assets, expenses or time as its marker for substantial non-trading activities or assets (HMRC Capital Gains Manual CG64090). Reducing non-trading assets takes time.
  • Pension funding. Employer contributions have to be made while the company is still trading and has the profits to make them, and each has to be reasonable for the work the individual does (HMRC Business Income Manual BIM46035). The annual allowance is £60,000 for 2026/27, and unused allowance from the three previous tax years can be carried forward, with the oldest year dropping out each 6 April (gov.uk, Tax on your private pension contributions).
  • The shape of the deal. Cash, deferred consideration, earn-out and loan notes each have different consequences for the client’s tax, income and personal plans.
  • What happens afterwards. The amount the client needs from the sale depends on what they will live on for the rest of their life. The Equity & General financial adviser works that out with the client.

Signs that a sale is coming

  • The owner is in their late fifties or sixties with no successor inside the business.
  • A second director has been appointed, or a family member has joined the board.
  • Capital expenditure has stopped while profit has held up.
  • The client has mentioned an approach, however casually.
  • A competitor in the same sector has sold.
  • Management information has appeared where there was none.

How the timetable goes wrong

An illustration, with a made-up company. An approach arrives in the spring. The client mentions it to their accountant in the summer, by which time heads of terms are agreed. Due diligence runs through the autumn and completion is targeted for the year end.

By then the relief conditions are fixed, the trading-status question is on the buyer’s list, and the last window for an employer pension contribution closes with the company’s year end.

Raise it while a sale is still hypothetical, when the options are still open.

Owners of a small business

The personal questions

Four questions about the client’s own position have to be worked out alongside the tax.

What the proceeds have to deliver

The proceeds may have to fund thirty or more years, including a period of care. In England a person with capital over £23,250 gets no local authority help with the cost of care (Department of Health and Social Care, upper capital limit for 2026/27). The sale price needs to be tested against the income the client will need.

What they will do with their time

The plan for the money depends on what the client intends to do after the sale.

The earn-out

Working for the buyer for two years changes the client’s tax position and income, and needs planning.

The family

A sale turns shares that may have qualified for business property relief into cash, which does not qualify. Inheritance tax is charged at 40% above the nil-rate band of £325,000 and the residence nil-rate band of £175,000, both frozen to 5 April 2031 (Budget 2025, Overview of tax legislation and rates, gov.uk).

What you can say

Wording you can use“You have mentioned that you would like to be out in a few years. Some of the planning around a sale has to happen two or three years before it. Would you like an hour with the financial adviser we work with now?”

You are describing a timetable, which is a fact about the rules. Advising on the structure of the sale, or on what the client should do with the proceeds, is regulated advice.

What your firm keeps

The corporation tax work, the accounts and the transaction advice stay with your firm. The Equity & General financial adviser covers the personal side, meaning what the proceeds have to deliver, how the pension fits, and the client’s plans after the sale. The introduction is tracked in your portal from the first call to the advice being in place.

What is regulated advice

Timing and rules are facts your firm can explain. What the client should do with the proceeds, how they should be invested, what a pension contribution should be, and which deal structure suits them are all regulated advice.

Financial planning for your clients, alongside the accounts and tax work

Equity & General is authorised and regulated by the Financial Conduct Authority. There is no charge to your firm, and we do everything to set it up for you.