Exit readiness. UK owner-managed businesses
Is your business ready to sell?
Buyers do not price a business, they price the risk of owning it without you. This checker walks the six things their advisers test first, in the order that usually stops a deal: owner dependence, customer concentration, revenue predictability, documented systems, the state of the accounts and whether the company actually owns what it trades on. Six questions, an honest answer, and no invented uplift figures.
2 years
of qualifying conditions before disposal for Business Asset Disposal Relief, a clock you cannot restart
3 years
of accounts a buyer expects to see, alongside management information
Question 1
If you were unavailable for three months, what would happen to the business?
Buyers price the business they can run, not the one you can run. This is the question their adviser asks first.
What this checker covers
- Owner dependence: whether the business runs without you
- Customer concentration: how much of turnover sits with the largest client
- Revenue predictability: contracted and repeating income against work won from scratch
- Documented systems, roles and a management layer a buyer can inherit
- The state of the accounts a buyer's adviser will work through
- Whether the company owns its contracts, intellectual property, premises and people's terms
- Flags the tax clock too: Business Asset Disposal Relief needs two years of qualifying conditions before disposal
Sellable Score is an independent information site operated by Ellul Solutions Ltd. It is not affiliated with ICAEW, UK200Group, HMRC or any government body, and nothing here is legal, tax, accounting or investment advice, nor a valuation of any business. The checker describes what buyers commonly test; it does not predict a price, and we do not publish uplift figures for readiness improvements because no source we can verify publishes any.
What a buyer tests, and what ready looks like
Last updated
The six readiness factors this checker walks, the question a buyer's adviser asks about each, and what a defensible answer looks like. Two further rows cover the readiness items that are actually legal tests rather than commercial ones.
Compiled from this checker's own question set, from the buyer due diligence lists published by ICAEW in its guide to selling a practice (10 September 2020) and its Ethics Advisory Service helpsheet on buying and selling fees (updated 19 August 2025), and from gov.uk where a readiness item is a statutory test rather than a commercial one. No percentage uplift is attached to any row, because no source we can verify publishes one; a checker that quoted one would be inventing it.
| What a buyer tests | The question they ask | What ready looks like |
|---|---|---|
| Owner dependence | What happens if the owner is unavailable for three months? | Someone else already leads day to day; relationships and decisions do not route through one person |
| Customer concentration | What share of turnover is the largest customer? | No single customer dominates, and the largest relationship sits on a contract rather than on goodwill |
| Revenue predictability | How much of next year is contracted or reliably repeating? | Contracts, retainers or subscriptions carry a substantial part of next year, and the history proves it |
| Documented systems | What would a new owner find written down on day one? | Current process notes, roles and responsibilities, a named second in command, and a client record |
| Quality of the numbers | Will the accounts survive our accountant? | Around three years of filed accounts plus management accounts that reconcile to them |
| Ownership of the assets | Does the company own its contracts, IP, premises and people's terms? | Contracts, intellectual property, domains and the lease in the company's name; key staff on written terms |
| The seller's tax clock (statutory) | Have the relief conditions been met for two years? | Two years to disposal as an officer or employee of a trading company, holding at least 5% of shares and votes (gov.uk, Business Asset Disposal Relief) |
| Employees (statutory) | Does TUPE apply to this transaction? | You know whether the deal is a business transfer (TUPE applies, jobs and terms transfer) or a share sale (the employer does not change), and have taken advice (gov.uk) |
- Business Asset Disposal Relief requires the qualifying conditions to have been met for at least two years up to the date of disposal, so exit readiness includes a tax clock that cannot be started retrospectively.
- Where a business or part of a business transfers to a new employer, TUPE transfers employees' jobs, terms and conditions and continuity of employment, and the size of the business does not matter; a share sale does not trigger it because the employer does not change.
- ICAEW's guide to selling a practice states that a higher price is achieved where all the systems are thoroughly documented, all essential paperwork is in place, and the owner can demonstrate that the business will run independently of them.
Cite this page
“What a buyer tests, and what ready looks like”, Sellable Score, https://sellablescore.com/ (updated 2026-08-15). Compiled from this checker's own question set, from the buyer due diligence lists published by ICAEW in its guide to selling a practice (10 September 2020) and its Ethics Advisory Service helpsheet on buying and selling fees (updated 19 August 2025), and from gov.uk where a readiness item is a statutory test rather than a commercial one. No percentage uplift is attached to any row, because no source we can verify publishes one; a checker that quoted one would be inventing it.
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The detail
Each one cites where its numbers come from.
- Owner dependence: the first thing a buyer tests
Why owner dependence stops more sales than price does, how a buyer detects it in a week, and the changes that actually reduce it rather than describing it away.
- Customer concentration and what it does to a deal
One client at 40% of turnover rarely stops a sale, but it reshapes it. How buyers model concentration, what they ask for, and how to reduce the risk before you market.
- Getting a business ready to sell: what to do first
A sequence for exit preparation: which readiness items take years, which take weeks, and the two statutory clocks that have to be started well before you meet a buyer.
Common questions
What makes a business ready to sell?
Six things a buyer's adviser tests first: it runs without the owner, no single customer dominates turnover, revenue is contracted or reliably repeating, systems and roles are documented, the accounts will survive diligence, and the company owns its contracts, intellectual property and premises. Two statutory items sit alongside them: your Business Asset Disposal Relief position and whether TUPE applies to the transaction.
Does this checker give my business a valuation?
No, deliberately. It tells you which of the six readiness factors is likely to be raised in diligence and in what order. It does not attach a percentage or a multiple to any factor, because no source we can verify publishes one, and a number invented for the sake of a score would be worse than no number.
What is owner dependence?
The extent to which the business needs you specifically. A buyer measures it by asking what happens if you are unavailable for three months. Where relationships, decisions and technical knowledge all route through one person, the buyer is acquiring a risk that the cash flow leaves with that person, and prices or structures the deal accordingly.
How much customer concentration will a buyer accept?
There is no published threshold. In practice questions start when one customer passes roughly a fifth of turnover and the deal structure changes when it approaches half, which is why this checker treats 20% and 40% as the points where the conversation shifts. That is a judgement about buyer behaviour, not a rule anyone publishes.
When does the Business Asset Disposal Relief clock start?
The qualifying conditions must be met for at least two years up to the date you sell. For a share sale that means two years as an officer or employee of a trading company or the holding company of a trading group, and, unless the shares came from an EMI, holding at least 5% of the shares and voting rights. It cannot be backdated.
Do my employees transfer when I sell?
On a business transfer, usually yes. TUPE transfers employees' jobs and their terms and conditions to the new employer and maintains continuity of employment, and the size of the business does not matter. A share sale does not trigger TUPE because the employing company itself is what changes hands.
Find out what a buyer will find.
Six questions, in the order a buyer's adviser asks them. No score theatre, no invented uplift.
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