Choosing the right advisers before you sell

Most owners sell a business once. The people you bring in to help, usually a solicitor, an accountant and a tax adviser, will shape how smoothly the process runs and how protected you are at the end of it. Yet advisers are often chosen in a hurry, after a buyer has already made contact, and simply because they were the nearest name to hand.

It is worth giving this decision a little more thought. You do not need a large team, but you do need the right people, in place early enough to be useful.

Why your usual advisers may not be enough

The accountant who prepares your annual accounts and the solicitor who handled your lease may be excellent at what they do. Selling a company is a different kind of work. Share purchase agreements, warranties, disclosure letters and completion mechanics are specialist areas, and an adviser who works on them regularly will spot problems and negotiate points that a generalist may miss.

That does not mean replacing people you trust. Often the best approach is to keep your existing accountant involved, because they know your numbers, and bring in a corporate solicitor and tax adviser with transaction experience alongside them.

The corporate solicitor

Your solicitor will review the heads of terms, run the legal side of due diligence, negotiate the sale agreement and the disclosure letter, and manage completion. This is the adviser whose experience matters most, because the sale agreement sets out what you are promising the buyer and what happens if something goes wrong afterwards.

When you speak to candidates, ask how many company sales they have handled recently and of what size. A firm that mainly works on very large transactions may pass your file to a junior member of staff. A firm that rarely does deals may be learning on your time. Ideally you want someone who regularly acts for sellers of businesses like yours.

The accountant

Your accountant helps you present the figures clearly, prepare for the buyer's financial review, and work through how the price is adjusted on completion, for example through completion accounts or a locked box. They can also help you understand what the business is likely to have in cash, debt and working capital on the day, which feeds directly into what you receive.

If your monthly management figures are thin, bring the accountant in early. Tidying up the numbers before a buyer sees them is far easier than explaining gaps during diligence.

The tax adviser

How a sale is structured can make a real difference to what you keep after tax. Whether it is a share sale or an asset sale, how any deferred or earnout payments are treated, and what reliefs may be available all depend on your personal circumstances and the rules in your country. These are questions for a qualified tax adviser, ideally well before you agree terms, because some planning only works if it is done in advance.

Your accountant may be able to advise on this, or may recommend a specialist. Either way, make sure someone is looking at the tax position from your side, not just the company's.

A personal financial planner

Many owners find it helpful to speak to an independent financial planner before they sell. The question they help with is simple: how much do you actually need from the sale, and what will you do with the proceeds? Knowing that number gives you a clearer view of which offers genuinely work for you and which do not.

Agreeing fees and scope up front

Ask each adviser for a written estimate of fees and what it covers. Some work on fixed fees for defined stages, others on hourly rates with a cap. It helps to know what happens to the cost if the deal stops part way through, and whether any part of the fee depends on completion.

Cheaper is not always better, and neither is more expensive. What you want is a clear scope, a named person doing the work, and someone who will tell you plainly when a point is worth fighting for and when it is not.

Getting the team working together

Advisers are most useful when they talk to each other. Introduce them early, agree who is leading on which parts of the process, and set up a simple way to share documents. Your solicitor and accountant will need to coordinate closely on the sale agreement, the completion accounts and the disclosure letter, so it helps if they are not meeting for the first time in the final week.

It is also worth agreeing how you want to be kept informed. Some owners want every draft; others prefer a short weekly summary and a call when a decision is needed. Say which you prefer at the start.

A short checklist

Before you start serious conversations with a buyer, these are the points we would suggest working through:

• Appoint a corporate solicitor who regularly acts for sellers of similar businesses.
• Keep your existing accountant involved, and bring them in early to tidy the figures.
• Get tax advice on structure before you agree terms, not after.
• Consider a financial planner to work out what you need from the sale.
• Ask every adviser for a written fee estimate and scope.
• Introduce your advisers to each other and agree who leads on what.
• Decide how and how often you want to be kept updated.

How we approach this

We always encourage the owners we speak with to have good advisers on their side, and we find deals run more smoothly when they do. As a long-term buyer, we would rather negotiate with an experienced team who understands the process than with an owner who is left to work it out alone. If you would like a private conversation about how a sale to us would work and who you might need around you, a short call is a good first step. There is no obligation either way.