Buying or Selling a UK Business 2026/27 — SellTo & Marketplace Guide

UK small business M&A — the practical guide

Around 250,000 UK small businesses change hands each year. Most sales happen quietly — friends, family, employees, existing customers. Some go to marketplaces where buyers and sellers meet openly. This guide covers the marketplace route.

UK small business marketplaces compared

SellTo — UK small business marketplace

SellTo lists UK small businesses across categories including retail, hospitality, e-commerce, professional services and franchises. Both sides (buyers and sellers) can list interest.

Visit SellTo →

World Businesses for Sale — international scale

Broader international marketplace with UK listings. Useful for larger acquisitions or overseas buyers looking at UK opportunities.

Visit World Businesses for Sale →

Selling — what buyers look for

• 3+ years of trading accounts — proven revenue and profit
• Clean records — no HMRC issues, tax up to date, no ongoing disputes
• Owner-independence — business doesn't collapse when you leave
• Documented processes — systems buyers can operate
• Customer diversification — no client above 20% of revenue

Buying — what to check

• Companies House filings — 3 years accounts, Confirmation Statement current
• VAT returns — quarterly filings show real trading pattern
• Bank statements — cross-reference with reported revenue
• Employment contracts — TUPE regulations apply on transfer
• Leases and supplier contracts — transferable or need renegotiation?
• Reason for sale — retirement legitimate; declining revenue is a red flag

Typical UK small business valuations

• Retail/hospitality: 1-3× annual EBITDA
• Service businesses (recurring revenue): 2-5× annual EBITDA
• E-commerce: 2-4× annual net profit
• Franchise: Set by franchisor formula

Valuations vary wildly by sector, growth rate and buyer type. Professional business valuers charge £500-£3,000 for a proper valuation.

Legal and tax structure

• Share sale vs asset sale — meaningfully different tax outcomes
• Business Asset Disposal Relief — reduces CGT to 10% on lifetime gains up to £1m for qualifying sales
• Warranties and indemnities — standard in any UK business sale contract
• Escrow / deferred consideration — common for larger deals

Always instruct a solicitor experienced in UK small business M&A. Standard legal cost £3,000-£15,000 depending on complexity.

Frequently asked questions

How long does it take to sell a UK small business?

Typically 6-18 months from listing to completion. Faster for well-priced simple businesses; longer for complex or high-value deals.

Do I need a business broker?

Not required. Marketplaces let you list directly. Brokers typically charge 8-12% commission — worth it for larger or complex sales where their buyer network adds value.

What's the difference between asset sale and share sale?

Share sale transfers the whole company (contracts, liabilities, tax). Asset sale transfers specific assets, leaving liabilities with the seller. Tax and legal implications differ materially.

Is Business Asset Disposal Relief still available?

Yes for qualifying share sales — reduces CGT to 10% on lifetime gains up to £1m. Rules and lifetime cap have changed several times; verify current position before selling.