For pre-exit founders
You're 12-36 months from a sale, MBO, or partial exit. The decisions you make in this window determine whether you keep £600k or £800k of every £1m of sale proceeds. We work with growth-stage agency founders specifically on exit preparation, BADR planning, and the structural changes that protect your tax position.
What we hear from pre-exit founders
The questions and concerns that come up most often in the first conversation.
Do I qualify for BADR?
5%+ shareholding, officer or employee, held 2+ years before disposal. Plus the company must be trading. Failing any of these costs you up to £100k+ on a £1m sale.
Sale-ready accounts
Clean, normalised, audit-ready. Buyer due diligence will find every weak spot. We prepare 24+ months of management accounts presented the way buyers expect to see them.
Normalised EBITDA modelling
Buyers value on EBITDA × multiple, but they adjust for owner add-backs, one-offs, and abnormal items. We help you model normalised EBITDA before negotiations so you know the floor.
Earn-out structuring
Earn-out terms determine whether you pay 14% CGT (BADR) or 47% income tax + NI. The contract wording is decisive. We review every earn-out clause before signing.
Due diligence preparation
Tax compliance history, director's loan accounts, R&D claim documentation, IR35 status documentation, freelancer contracts. We make sure the data room is clean before buyers see it.
Protecting wealth post-sale
What happens to the proceeds matters as much as the sale itself. Pension contributions, ISA allowances, investments, property, family investment company structures. We plan the post-sale year too.
How we work with pre-exit founders
Pre-sale tax planning
BADR qualification audit, share class restructuring if needed, alphabet share allocation for family members, dividend extraction timing, pension contribution maximisation in the years before sale.
Sale-ready financial preparation
24 months of management accounts in buyer-expected format, normalised EBITDA modelling, owner add-back schedule, working capital normalisation analysis.
Buyer due diligence support
Data room preparation, response to DD questions, defending valuation positions, supporting your solicitor on warranty and indemnity negotiations.
Earn-out tax review
Every earn-out clause reviewed before signing. Capital treatment (14% BADR) vs income treatment (up to 47%) hinges on contract wording. We protect your position.
Post-sale wealth planning
Pension contribution timing, ISA contributions, investment structure, family investment company options, IHT planning if relevant. We work with your IFA where investment management is needed.
Plan your agency exit properly
60 minutes with an ICAEW qualified accountant. Tailored to where you are now. No obligation.
Common questions from pre-exit founders
When should I start exit planning?
Ideally 24-36 months before target sale date. BADR requires 2 years of qualifying shareholding, so if you need to restructure (alphabet shares, spousal allocations, etc.), you need the time to bed in. Sale-ready accounts take 12+ months of clean monthly management accounts to build. Buyer DD typically wants 3 years of trading history. Starting earlier always pays back.
What's the BADR rate now and going forward?
BADR is 14% for disposals from 6 April 2025 (was 10% before then) and rises to 18% from 6 April 2026. The £1m lifetime limit is unchanged. For most founders, completing a sale before 6 April 2026 saves 4 percentage points, on a £1m gain that's £40,000. We track timing for clients with sales in progress.
What's the difference between a share sale and an asset sale for me?
Share sale: buyer takes the company shell + history, you pay CGT on share proceeds (14% with BADR up to £1m). Asset sale: buyer takes only what they want, the company pays corporation tax on the sale (25%), then you extract the cash (further dividend or capital distribution tax). Share sale is almost always better for sellers; asset sale is almost always better for buyers. We help you negotiate accordingly.
How much of the price is typically deferred or earn-out?
In UK agency sales: 50-70% paid on completion is typical for a clean sale, with the remainder as earn-out over 12-36 months tied to revenue or EBITDA targets. The tax treatment of the deferred amount depends on contract structure, get it wrong and you pay income tax (47%) instead of CGT (14%). This is the single most important contract review in the deal.
Should I use an M&A advisor or just an accountant?
Both, ideally. An M&A advisor (corporate finance specialist) handles the deal process, buyer outreach, valuation defence, and negotiations. A specialist accountant handles the tax position, sale-ready accounts, BADR qualification, earn-out review, and post-sale planning. They work together. We can refer to M&A advisors who specialise in agency sales, they know the buyers and the comparable transactions.