For many founders or business owners, selling up isn't an active plan. It's an idea for later.
Often, it sits quietly in the background while more immediate priorities take over.
By the time a sale starts to feel real, many of the legal decisions that matter most have already been taken – often without any thought of an exit.
Most of the work happens before anyone calls it “preparation”
When a business is sold, buyers don’t just look at the numbers. They look at how the business actually works and will want to understand:
how decisions are made and risk is managed
whether key contracts reflect reality
whether ownership and authority are clear
That scrutiny can feel abrupt when you experience it for the first time. In reality, it’s a closer look at arrangements that have built up over time.
Where things tend to unravel
By the time lawyers are involved, the business is often doing well. Performance isn’t usually the issue – clarity is.
Common pressure points include:
contracts and informal arrangements that no longer reflect how the business operates
uncertainty around ownership of assets or intellectual property
governance structures that work day-to-day but don’t translate cleanly on paper
None of this is unusual. It’s a natural by-product of growth, but left untouched it can slow a sale down or start to chip away at value.
Timing is back on the agenda
External changes have a habit of forcing these conversations earlier than expected.
With Capital Gains Tax changes due in April and expected to increase tax on some business disposals, many owners are looking more closely at timing and structure – even where a sale isn’t imminent.
That shift has brought earlier planning back into focus, particularly around how a business is set up long before a transaction is on the table.
This doesn’t need to be complicated
Preparing for a future sale isn’t about overlawyering a business or producing documents for the sake of it.
In practice, it’s usually about a small number of sensible steps:
reviewing key contracts and tidying up inconsistencies
putting in place core agreements buyers expect, such as a Shareholders’ Agreement, employment contracts and key commercial contracts
making sure property arrangements, including leases, are properly documented
ensuring ownership and authority are clearly recorded
The aim isn’t to make the business look different. It’s to make it understandable to someone seeing it for the first time.
A calmer way to approach a sale
Selling a business is always significant – commercially and personally.
The businesses that handle it best aren’t usually the ones scrambling at the last minute.
They’re the ones that treated legal housekeeping as part of running a healthy, scalable business long before a sale was on the table.
Looking ahead
Thinking about a sale doesn’t commit you to one.
But an early, measured review can protect value, preserve flexibility and reduce pressure when it matters most.
If you’re starting to think about what the next stage might look like, even in broad terms, an early, practical conversation can make a real difference to how straightforward that journey feels. Get in touch with Sweeney Miller Law’s Commercial team by emailing Rishi.Kohli@sweeneymiller.co.uk or call 0345 900 5401.