Structuring Your Business for Sale: Building Value Before You Exit

Selling your business isn’t just a transaction, it’s a transition. Whether your exit horizon is in two years or ten, how you structure your business today determines the value, ease, and success of your eventual sale. In this article we discuss structuring your business for a future sale practically, financially, and strategically.

Start early

Most business owners wait too long to think about exit. Although it may not be on your immediate radar, early preparation is key. The best results come when structuring begins at least 2 to 3 years ahead.

This allows you to:

• Strengthen recurring revenue
• Reduce customer concentration
• Document key processes
• Resolve legal and tax exposures

There are two main ways to sell a business: a Share Sale or an Asset Sale.

Share Sale – The buyer acquires the entire company, including shares, assets, and liabilities.
Asset Sale – The buyer acquires selected assets and liabilities, but not the legal entity itself.

While asset sales might appear simpler from a buyer’s point of view, they are usually less efficient and can be costly for sellers due to unfavourable tax treatment. For most owner-managed businesses, a share sale is the preferred outcome.

However, a successful share sale depends on preparing the business correctly ahead of time. This includes ensuring the ownership structure, financial records, and operational setup are all aligned to support a clean and straightforward sale transaction.

Get your financials in order

Buyers want reliable data. You’ll need:

• Clean, accrual-based accounts (preferably 3 years)
• Management accounts and robust forecasts, supported by reliable data-backed calculations
• Evidence of sustainable and growing EBITDA

If your accounts don’t reflect underlying profitability or your numbers can’t withstand scrutiny, value can erode quickly.

Strengthen operational independence

A business that can run without you is far more attractive than one that can’t.

• Delegate decision-making to management
• Build a second tier of leadership
• Document key workflows and customer relationships

Employee ownership is key. For more information on this, see here.

Mitigate legal and compliance risks

Tidy up your:

• Employee contracts and handbooks
• Supplier and customer agreements
• Intellectual property ownership
• Regulatory filings and licences

Any gaps will surface during due diligence and could delay or derail the process.

Articulate the value story

Numbers tell part of the story, but narrative counts.

• Why is your business positioned for future growth?
• What makes it scalable or unique in the market?
• Where are the hidden levers a buyer could pull?

When your value story aligns with your numbers, you command a stronger price and better terms.

Final Thought

Structuring a business for sale isn’t just about finding a buyer, it’s about becoming a business someone wants to buy. With the right preparation, your business can attract the right buyer, achieve a premium price, and give you the exit you deserve.

At Oldfield Advisory, we help business owners optimise structure, strategy, and value long before the deal table. If you're starting to think about your future, we'd love to talk.

Please note: This article is provided for information only and was correct as at the time of writing (07/08/25). Any lists and details provided above are not exhaustive and are not intended to be full and complete guidance. No action should be taken without consulting detailed legislation or seeking independent professional advice. Therefore, no responsibility for loss occasioned by any person acting or refraining from action as a result of the material contained in this article can be accepted.