Free resource
The business sale checklist — what you need to prepare before going to market
Selling a business involves a lot of moving parts. Use this checklist to get ahead of what buyers and their advisers will ask for — so you can go to market from a position of strength, not scramble through due diligence under pressure.
Step one
Pre-sale preparation checklist
These are the things you should have in order before approaching a broker or putting the business on the market. The more of these you can tick before the first buyer conversation, the stronger your negotiating position.
Financials
- Last 3 years of filed accounts (or management accounts if more recent)
- Current year management accounts — updated within the last 3 months
- Proof of any normalised add-backs (owner salary above market rate, one-off costs, personal expenses)
- Aged debtors and creditors lists
- VAT returns for the last 2 years
- Corporation tax calculations and payment schedule
- Any outstanding HMRC liabilities or arrangements
Operations
- Documented key processes so the business can run without you on-site
- An up-to-date staff list with roles, salaries, start dates, and contract types
- Evidence of any key-person dependencies and plans to reduce them
- Supplier contracts and terms — especially any that are personal to you
- Equipment list with condition, ownership status, and finance agreements
Commercial
- Customer list — turnover split by customer for the last 2–3 years
- Signed customer contracts (or evidence of ongoing trading relationships)
- Sales pipeline and forward order book where relevant
- Any customer concentration issues flagged and explained
- Evidence of recurring or contracted revenue where it exists
Legal & Structural
- Company registration documents and certificate of incorporation
- Shareholder agreements and cap table (who owns what)
- Any shareholder loans and plans to repay or convert them
- Lease or freehold documents for any property used by the business
- IP ownership confirmed — trademarks, domains, software, branding
- Any litigation, disputes, or pending legal matters disclosed in writing
Compliance
- Companies House filings up to date — confirmation statement and accounts filed on time
- GDPR compliance documentation — data register, privacy policy, consent records
- Health & safety assessments and certificates
- Professional indemnity and public liability insurance certificates
- Any sector-specific licences or accreditations current and transferable
Not sure if your business is ready to go to market?
Take our 12-question Sale Readiness Check — results on screen, no email required.
Step two
Due diligence checklist — what buyers will ask for
Once you have agreed heads of terms with a buyer, their advisers will begin formal due diligence. This is a detailed investigation of everything you have represented about the business. The more prepared you are, the faster — and cleaner — it goes.
Financial due diligence
- Full set of statutory accounts for the last 3–5 years
- Monthly management accounts for the current year
- Detailed profit-and-loss with management commentary on unusual items
- Balance sheet with explanations of any significant assets or liabilities
- Working capital analysis — typical cash cycle and seasonal fluctuations
- Capital expenditure history and upcoming planned spend
- Details of any bank facilities, loans, or asset finance in place
Commercial due diligence
- Full customer list with revenue history and contract status
- Top 10 customers — relationship length and renewal terms
- Signed copies of all significant customer contracts
- Supplier contracts — particularly any that restrict assignment on sale
- Sales pipeline report and win-rate data
- Competitive landscape and market positioning evidence
Legal due diligence
- Company constitutional documents — Articles of Association, shareholder agreements
- Disclosure of all current or pending litigation, disputes, or complaints
- Employment contracts for all staff — especially senior or key individuals
- Non-compete and confidentiality agreements with current and former employees
- IP assignments — confirming the business (not an individual) owns all IP
- Lease terms — assignment rights, rent review schedule, break clauses
- Any personal guarantees given by the owner on company obligations
Operations due diligence
- Organisation chart with reporting lines and responsibilities
- Key person risk assessment — what happens if one or two people leave
- Systems and software list — licences, ownership, and renewal dates
- IT infrastructure overview — hosting, security, backups
- Operational processes documented (not just in someone's head)
Compliance & regulatory
- All sector-specific licences and regulatory certificates
- GDPR compliance pack — data register, lawful basis, breach log
- Health & safety policy and risk assessments
- Insurance schedule — employer's liability, PI, PL, D&O
- Any regulatory inspections or enforcement notices in the last 5 years
- Companies House compliance — all filings current, no late filing notices
Running a data room for your buyers?
We manage this for you as part of our brokerage service — structured, gated, and staged so buyers only see what they need to see, when they need to see it. No uncontrolled sharing of sensitive documents.
Common questions
Business sale questions — answered
Most business owners underestimate this. For a straightforward, well-run business, expect 3–6 months to get everything in order. If there are structural issues — owner dependency, weak contracts, messy accounts, or pending legal matters — plan for 12–18 months. The longer you give yourself, the stronger the position you go to market from.
Due diligence is the formal investigation a buyer carries out after agreeing heads of terms. They appoint accountants, lawyers, and sometimes sector specialists to verify everything you have represented about the business. It typically runs for 4–8 weeks and is the stage where most deals either complete or fall apart. Being well-prepared before this stage — not during it — is what protects your price.
At a minimum: 3 years of filed accounts or management accounts, a current management accounts pack, your company constitutional documents, all material contracts (customers, suppliers, leases, employment), and your compliance certificates. Most buyers will also want an information memorandum prepared by your broker — a structured document that presents the business at its best.
Technically yes, but it is rarely advisable. A good broker brings a qualified buyer pipeline, manages confidentiality, structures the deal to protect your interests, and runs the due diligence process — leaving you to run the business. Most owners who try to sell without representation either fail to find a buyer, accept a lower price, or lose significant time and legal costs in a failed transaction.
Business Asset Disposal Relief (BADR) reduces the Capital Gains Tax rate to 10% on qualifying gains when you sell a business or shares, subject to a lifetime limit of £1 million. To qualify, you must have owned the business for at least 2 years, and it must be a trading business rather than an investment vehicle. Your accountant should confirm eligibility before you go to market.
In most UK business sales, staff transfer to the buyer under TUPE (Transfer of Undertakings (Protection of Employment) Regulations). This means their existing terms and conditions — pay, holiday entitlement, continuity of employment — must be preserved. Any redundancies made in connection with the sale can expose either you or the buyer to employment tribunal claims if not handled correctly.
Ready to find out what your business is worth — and what it would take to sell it well?
A 30-minute confidential call maps your exit options, gives you a ballpark on value, and tells you honestly what — if anything — you should be doing before going to market. No pressure. No commitment.
Or download the due diligence checklist PDF to review offline.