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Why Flexibility Is Key When Exiting Your Business (And What to Look for in a Buyer)
10 April 2026
Accounting & Compliance, Building a Business, Selling a Business
For many UK business owners, selling a business is a once-in-a-lifetime event.
After years (often decades) of hard work, the natural instinct is to focus on achieving the highest possible price.
But in reality, the most successful exits are rarely about price alone.
They are about structure, flexibility, and finding the right buyer fit.
The reality of exiting in the UK
The UK exit landscape is more complex than many owners expect.
While appetite for acquisitions remains strong a significant number never actually complete a sale.
Instead, many businesses simply close.
In 2024–25, total UK company liquidations reached 36,807, with solvent voluntary liquidations also hitting unusually high levels.
This highlights an uncomfortable truth: plenty of viable businesses don’t successfully transition to new ownership—they disappear.
Why?
Often because expectations around deal structure are too rigid.
Why flexibility on deal structure matters
When a buyer makes an offer, the headline price is only one part of the equation.
The structure (how and when you receive the money) can dramatically impact both the likelihood of a deal completing and the final value you achieve.
In today’s UK market, factors like higher interest rates and tighter lending conditions mean buyers are more cautious.
As a result, deals are increasingly structured with elements such as:
- Earn-outs (payments tied to future performance)
- Deferred consideration (payments made over time)
- Vendor financing (you effectively lend part of the purchase price)
While these can feel like compromises, they are often what make a deal possible.
A rigid “cash upfront only” stance can significantly shrink your buyer pool.
In practice I haven’t seen a 100% cash deal for some time
Flexibility also allows you to bridge valuation gaps.
Buyers and sellers frequently disagree on what a business is worth.
Structured deals help align both parties, if the business performs as expected, you still receive full value.
Ultimately, being flexible doesn’t mean underselling, it means being commercial.
What does a typical deal look like for a sub-£2m deal?
As a firm we have worked on business sales ranging from just £50K all the way up to £20m+.
In practice unless the deal is incredibly small there will be little prospect of getting all your cash up front.
The key is to be realistic:
Common structure in smaller UK deals:
- 50–70% upfront cash
- 30–50% deferred / earn-out
In riskier or smaller businesses:
- Upfront can drop to 30–50%
- Earn-outs become a core part of the value
This aligns with how deals are described in practice:
- Earn-outs typically run 1–3 years and are tied to profit or revenue targets
- Structures are used specifically to bridge valuation gaps and share risk
In practice we have seen a huge range of upfront payments.
One case was for a high growth business where the upfront payment was made in cash and shares in the buying entity which constituted around 35% of the value of the deal with 4 key milestones in turnover over a fixed period which if hit would provide the business owner with a huge 8 figure payout.
Good news is that the business owners are on track to hit most if not all the milestones.
The key as a seller is to understand it from the position of the buyer.
Would you really pay what you ideally want for your business all upfront?
This leads on to the next most important element.
What to look for in a potential buyer
Choosing the right buyer is just as important as negotiating the right price.
The wrong buyer can derail a deal late in the process or worse, damage your legacy after completion.
A recent case we had was where a broker verified that the buyer had the funds to buy our client’s business but then failed to clarify the exact deal in the heads of terms despite our reservations.
The buyer decided not to use their funds and to raise the monies from a finance house.
For various reasons the financing was not forthcoming leading to further negotiations and the collapse of the deal.
Here are the key factors UK business owners should prioritise:
- Funding credibility
Not all offers are equal.
A strong buyer should have clear, demonstrable access to funding—whether through cash reserves, debt facilities, or investors.
Many deals collapse due to weak financing rather than disagreements on price.
- Strategic fit
A buyer who understands your sector will often see more value in your business—and be willing to pay for it.
Strategic buyers (such as competitors or complementary businesses) may extract synergies that financial buyers cannot.
- Cultural alignment
This is often overlooked.
If you care about your staff, brand, or reputation, you need a buyer whose values align with yours.
Post-sale regret is common when culture is ignored.
- Deal experience
Experienced acquirers know how to navigate due diligence and legal processes efficiently. First-time buyers, while sometimes enthusiastic, can slow things down or introduce unnecessary risk.
- Clarity on their plans
What happens to your team? Your brand? Your role post-sale? A good buyer will be transparent about their intentions from the outset.
The cost of getting it wrong
A lack of preparation and flexibility can be expensive.
Many UK owners enter the process without a clear exit strategy which weakens their negotiating position.
In tougher cases, delays or failed deals can push owners toward a solvent voluntary liquidation instead of sale, often resulting in significantly lower returns.
Final thoughts
Selling your business is not just a transaction—it’s a process of alignment between what you want and what the market can realistically deliver.
Flexibility on deal structure increases your chances of closing a deal.
Careful buyer selection ensures that deal is the right one.
Plus don’t forget tax!
Most deals involving deferred consideration still require all the tax paid on a share sale to be paid out in one payment.
Deals can be structured in ways to defer payments so please take advice.
How we can help
As a firm we have huge experience on helping clients to:
- Properly value their businesses.
- Do the actual sale through our corporate finance team.
- Structure the right deal for them.
- Advise on taxation.
- Sort out the financing for buyers.
Whatever your position is we can help you maximise the value of your business sale.
Getting in Touch
If you are considering your own exit strategy we are here to help.
Call us on 01634 731390 or Book a Discovery Meeting to discuss how we can assist you in navigating your exit.
With the right planning, you can maximise your business’s value and ensure a smooth, profitable transition.
Our services
If you would like to find out more about some of our services that might help you please take a look at our related pages:
Blogs related to Exiting your Business
Take a look at our other blogs on the topic of business sales and building value:
The 3 Biggest Problems SME Business Owners Face When Selling
Maximising the Value on Sale of Your Business: The Reality Check You Need
The content in this blog is correct as at 23rd March 2026. See terms and conditions.
