02920 829 100 
Selling your business in 2026: essential steps to prepare for a successful sale
January 5, 2026
A New Year can often be a time for reflection and new beginnings. For some business owners, that reflection may lead to the decision to sell their business.
A business sale is one of the most significant commercial decisions an owner can make, and careful preparation is essential to protect value, manage risk and ensure a smooth transaction. Taking the right steps early can place you in a far stronger negotiating position and help avoid delays or issues later in the process.
In order to ensure you are in the strongest possible position for a sale, our corporate expert, Stephen, has summarised 7 key initial considerations when preparing your business for sale.
Professional advisers play a critical role in helping you navigate the legal, tax and financial complexities of selling your business. This includes solicitors, accountants and tax specialists. Strong early-stage guidance can streamline the entire process.
Engaging advisers allows you to start planning early, even before identifying a buyer. A well-coordinated team can help anticipate issues, protect your interests and guide negotiations to ensure you achieve the best possible outcome.
Once you have identified your advisers, it is important to work with them to reach an accurate valuation for your business. You will likely need specialist valuation advice for this; however, your accountants are usually a good starting point.
It is worth considering whether your annual accounts are up to date, as well as what you can do to push earnings whilst also reducing any debts the company has, particularly aged debt. Having a lot of aged debt or a poor cash position would have an effect on the valuation of your business.
Buyers will conduct due diligence (see below) so it is important that your business is in the best possible financial position with all finical information up to date and readily available for this process.
Ensuring that all Companies House filings are up to date and all of the Company’s books are completed is an important step in preparing your business for sale.
A potential buyer will be quick to pick up on any missing filings early in the due diligence exercise. This means that, if it is all up to date from the outset of the negotiations the buyer will have more confidence in their purchase as it signals a well-run, organised and compliant business. Additionally, it reduces risk and improves trust in the financial information filed with Companies House.
It is beneficial to have a confidentiality agreement prepared and readily available to be signed by a potential buyer. This should be signed prior to disclosing any detailed information and documentation about the business. The confidentiality agreement will then protect your business in the event that the sale falls through following the due diligence exercise. It also encourages a more open disclosure whilst preserving employee, customer and supplier relationships.
When buying a business, buyers will typically conduct a due diligence exercise to assess the legal, commercial and financial aspects of the business they are considering buying. This process has a significant impact on the structure of the transaction and could even result in the transaction not taking place at all.
The buyer’s advisers will usually issue a due diligence questionnaire early in the transaction process. The questionnaire tends to be extensive, covering everything from commercial contracts to intellectual property as well as litigation history and regulatory compliance. Delayed or incomplete responses can create doubt for the buyer which is why it is important to be prepared with all information and related documents that you think could be required during the due diligence exercise.
In order to prepare sufficiently, it is beneficial to gather all core business documents (such as employment agreements, commercial contracts and insurance policies) and ensure each of them is up to date.
A copy of your staff handbook will be requested so you must ensure the handbook and all policies contained within it are up to date and compliant with the applicable laws.
Getting ahead of due diligence helps ensure the process is smoother and allows the sellers to control the narrative when you present your business to the seller. Additionally, the benefit of going through this process before the documents are requested means that you can pre-empt any issues and resolve them prior to the buyer being made aware of the inconsistencies, reducing the chance that they could undermine the sale.
Buyers will want to ensure that their purchase does not trigger breaches in existing contracts or legal obligations. Third party consents are usually required for:
These consents usually take time to acquire and therefore, it is beneficial to get these secured early, factoring in the wait on the consents into the sale timeline.
When preparing your business for sale, it is important to approach the transaction with honesty and transparency. It can be tempting to shy away from disclosing weaknesses or issues within your business. Full disclosure builds trust for the buyer as they are then aware of all the risks.
As a seller, you will be asked to give warranties regarding the condition of the business on sale. If these warranties are inaccurate due to withholding or omitting information to the buyers, the buyers may have the right to bring a claim against you for breach of warranty. Accurate disclosure mitigates against the risk of a claim being brought against you as a seller.
If you are considering selling your business, taking these initial steps before you identify a buyer and begin negotiations can give you a stronger position from the outset. Ensuring all aspects of the business are up to date and compliant will build trust from the buyer and leave you less open to the risk of a claim post-transaction. Preparation is key to a smooth transaction process as well as maximising the value of the business you have built.
For more bespoke advice, get in touch with one of our corporate/commercial law experts for a free no-obligation discussion on 02920 829 100, hello@darwingray.com or via our Contact Form.
To speak to one of our experts today, please contact us on 02920 829 100 or by using our Contact Us form for a free initial chat to see how we can help.
