How can our buy–sell consultancy maximise value and minimise risk in your deal?
We maximise value and minimise risk by combining credible valuation, forensic financial review, targeted tax/VAT mitigation, and evidence-led negotiation, then steering completion and the first 100 days like a Virtual Finance Director (VFD). You get clear numbers, clean structures, and calm execution. You avoid avoidable tax, if we plan early. You protect price, if we control working capital and “debt-like items” from the start.
- HMRC-authorised agent: we handle HMRC clearances and correspondence on your behalf.
- 30+ years’ experience: buy-side and sell-side across micro-SME to lower mid-market.
- Offices: Cardiff, Bristol, Newport — serving England & Wales remotely.
- No-obligation starter: Free 15-minute deal consult (quick scoping + next steps).
Key takeaways
- Price comes from proof. Buyers pay more (and sellers defend more) when quality of earnings, normalised working capital, and tax position are evidenced line-by-line.
- Deal value hides in the mechanisms. The choice of locked-box vs completion accounts, the working-capital peg, and the list of debt-like items move price more than a headline multiple.
- Tax/VAT planning is not optional. BADR eligibility, TOGC treatment, stamp taxes, and option-to-tax choices shift net proceeds materially for both sides.
- Negotiation is a data sport. Valuation ranges, sensitivity tables, and red/amber/green findings create leverage without drama.
Day-one success needs day-zero prep. Integration plans, cash control (13-week view), and KPI reporting protect value after completion.
Fast-answer FAQs
Should I buy shares or assets, and why does it matter?
Choose share purchase if you want continuity (contracts, employees, licences) and potential TOGC/VAT advantages; choose asset purchase if you want cleaner risk separation. Tax, VAT, and stamp duties differ, so structure for your outcome then price accordingly.
What is TOGC and how can it save VAT?
A Transfer of a Going Concern can make a business purchase outside the scope of VAT if strict conditions are met (same kind of business, assets used by the buyer, registration where required, option-to-tax alignment for property). Plan documents and timing carefully or you may trigger VAT and squeeze cash.
How are completion accounts different from a locked-box?
Completion accounts set price post-completion using actual working capital/debt at the date; locked-box fixes price off a historic balance sheet with leakage protections. Use completion accounts for volatile targets; use locked-box when books are clean and leakage can be policed.
What is Business Asset Disposal Relief (BADR)?
BADR can reduce CGT to a lower rate on qualifying gains when criteria are met (e.g., shareholding, officer/employee status, trading company). Confirm eligibility early and avoid changes that break the tests before completion.
Can Total Books talk to HMRC during the deal?
Yes. As an HMRC-authorised agent, we manage clearances, registrations, option-to-tax notifications and post-deal queries so you can stay focused on commercial points.
How can we work with you from Cardiff, Bristol or Newport—or remotely across England & Wales?
Who is this service designed for—first-time buyers, strategic acquirers, or owners preparing an exit?
We designed this for first-time buyers, bolt-on acquirers, MBO/MBI teams, and owners preparing an exit. New founders get clarity on price, pitfalls, and funding headroom. Strategic acquirers get modular buy-side due diligence and SPA inputs. Sellers get vendor readiness, tax tidy-ups, and a smoother diligence process. Deal sizes range from owner-managed micro-SMEs to lower mid-market.
Typical scenarios:
- Buying a competitor or supplier (share vs asset decision).
- Selling to a trade buyer or a management team.
- Carve-out of a non-core division.
- Distressed exit requiring rapid, compliant steps.
What end-to-end support do you get from valuation to completion and post-deal handover?
You get a connected path: Discovery → Valuation → Financial/Tax/VAT due diligence → Deal structuring → Heads of Terms/SPA inputs → Completion accounts → Post-completion integration. You can take the full path, or choose modules. You keep momentum, if one senior team owns the numbers throughout.
Deliverables you can expect:
- Valuation range + sensitivities (with normalisations).
- Red/Amber/Green diligence report (finance, tax, VAT).
- Price mechanism memo (locked-box vs completion accounts; WC peg).
- Tax/VAT plan (BADR, TOGC, stamp taxes, option-to-tax).
- Completion accounts pack (methodology, timetables).
- 100-day VFD oversight (cash, KPIs, lender updates).
How do we value your business credibly—beyond simple multiples?
We value credibly by triangulating methods and cleaning the base numbers. Multiples alone mislead; normalisation and cash conversion matter.
- Methods: EBITDA multiples (sector-anchored), DCF (cash-driven), asset-based (when balance sheet dominates), revenue multiples for SaaS/recurring revenue, and goodwill assessment tied to churn/retention.
- Normalisations: remove owner remuneration distortions, one-off costs, non-trading items; align working capital to normal levels (no “window dressing”).
- Sensitivity analysis: show price movement for ±1–2 turns of EBITDA, WC pegs, and debt-like items.
Outcome: a valuation range you can defend in negotiation, with levers you can pull to justify movement.
What financial red flags do we surface before you sign Heads of Terms?
We surface the points that change price, structure, or appetite. You avoid “surprises later at lower prices”, if you check early.
- Quality of earnings: revenue recognition, contract terms, recurring vs project mix, margin stability, seasonality.
- Inventory ageing: obsolete/slow-moving items; provisioning sufficiency; landed cost accuracy.
- AR/AP quality: DSO/DPO trends, concentration, disputes, credit notes post-period.
- Contingent liabilities: warranties, HR, environmental, dilapidations, grants conditions.
- KPI review: DSO/DPO/DIO, retention/churn, LTV/CAC where relevant, cash conversion ratio.
Deliverable: a RAG report with recommended deal adjustments and “asks” for the SPA.
How do we structure the deal to protect downside and cash flow?
We structure to align risks with those best able to manage them and to preserve cash.
- Share vs asset purchase: continuity and tax profile vs clean separation and selective liabilities.
- Earn-outs & deferred consideration: smooths cash but needs tight metrics and governance.
- Price mechanisms: completion accounts (true-up) vs locked-box (leakage focus).
- Working-capital peg: right-size “business as usual” so neither side gifts cash.
- Debt service coverage: funding plan checks so repayments do not choke growth.
Outcome: a structure that protects runway and reduces post-completion disputes.
How do we prepare your business for sale to increase price and certainty?
We lift “deal friction” before the buyer finds it. You increase certainty and often price, if your data tells a consistent story.
- Vendor due diligence (VDD): pre-emptive checks on earnings quality, cash conversion and tax readiness.
- Data room curation: neat, indexed documents (contracts, leases, HR, tax, IP, policies).
- Normalised accounts: remove one-offs; document adjustments.
- Tax tidy-up: director loans, benefits, VAT anomalies addressed before diligence.
- Concentration mitigation: customer/supplier risks explained and, where possible, reduced.
- Forecast & KPI pack: credible, reconciled with historic performance.
How do we mitigate tax leakages on the transaction for buyers and sellers?
We reduce leakages by selecting the right structure and documenting intent clearly. You keep more proceeds, if reliefs are preserved.
For sellers:
- Business Asset Disposal Relief (BADR): confirm shareholding, roles, and trading status; avoid pre-sale changes that break tests.
- Share vs asset sale: model CGT vs income treatment; consider pre-sale reorganisations.
- Option holders: manage EMI and growth shares cleanly.
For buyers:
- Capital allowances: step-up benefits; integral features; allocations.
- Group relief & losses: future utilisation; change-in-ownership rules.
- Stamp duty/SDRT: rate and base minimisation (lawful).
VAT / TOGC:
- TOGC feasibility: keep business as a going concern; align VAT registration; option-to-tax for property; partial exemption checks.
- Supply splitting & post-deal registrations: avoid unexpected output VAT and input recovery traps.
- HMRC clearances: where appropriate; we liaise as your agent.
How do we strengthen your Heads of Terms and SPA from a finance perspective?
We add the numbers and definitions that prevent disputes.
- Price mechanism advice: locked-box date, permitted leakage, interest on leakage; or completion accounting definitions and timetables.
- Earn-out metrics: measurable KPIs, calculation methods, audit rights, governance.
- Warranties/indemnities scope: focus on areas found in diligence; caps and baskets aligned to risk.
- Restrictive covenants: duration and scope proportionate to value.
- Finance schedules: working-capital peg computation, debt-like items list, completion accounts methodology.
We coordinate with your solicitors, ensuring finance schedules and legal drafting match.
Book a Free Consultation with an experienced financial consultant
It doesn’t matter if you are buying or selling your business. Meet us in Cardiff, Bristol or Newport, or work fully remote via our secure portal. We align to your timetable and coordinate with your solicitors and lenders. You get concise updates and actionable checklists, and assistance until the ownership transfer point.
How do we negotiate value drivers without derailing the relationship?
We negotiate with evidence, not adjectives. Relationships stay constructive when facts lead.
- Evidence-backed adjustments: show data for earnings quality and normalisations.
- Working-capital targets: peg at true “business as usual”.
- Debt-like items: tax arrears, dilapidations, deferred revenue, capex creditors.
- Escrow/retention: focus on identified risks; time-bound releases.
- Stakeholder map: buyer/seller principals, lenders, lawyers, brokers, and advisors aligned on timelines.
What does completion look like—and who owns the numbers on the day?
Completion is orderly when numbers are pre-agreed and the funds flow is tested. We own the finance checklist so nothing gets missed.
- Funds flow: exact amounts, accounts, timings; clearance of debt-like items.
- Completion accounts timetable: draft, review, expert determination fallback.
- Communications: suppliers/customers notified; payroll continuity; HMRC registrations.
- Banking & mandates: payment authorities switched; controls documented.
How do we protect value after the ink dries?
We protect value by running a light VFD programme for first 3–6 months.
- 13-week cash control: receipts/disbursements cadence, runway, covenant headroom.
- Management reporting: weekly KPIs, margin bridges, cash dashboards.
- VAT/PAYE alignments: clean registrations; filing calendars; post-deal adjustments.
- Integration plan: priorities for systems, supplier terms, contract novations.
You grow, if cash is managed and early promises become measured performance.
Where do deals go wrong—and how do we reduce that risk upfront?
- Over-earnest forecasts: fix with sensitivity analysis and downside cases.
- Hidden tax exposures: fix with early tax/VAT review and HMRC dialogue.
- Weak working capital: fix with a fair peg and robust definitions.
- Dependency risks: fix with contract mapping and mitigation plans.
- Data quality gaps: fix with data room QA, controls, and clear versioning.
Controls we bring: RACI, milestone gates, kill-criteria, and a simple RAID (Risks, Assumptions, Issues, Decisions) log.
What results should you expect from our buy–sell consultancy?
Expect cleaner negotiations, fewer surprises, and better net outcomes.
- Price preserved or enhanced: through normalisations and mechanism choices.
- Tax saved: through BADR confirmation, lawful TOGC, and stamp tax planning.
- Faster completion: because the data is ready and definitions are tight.
- Smoother handover: because day-one cash and KPIs are under control.
FAQs
Should I buy shares or assets—and what are the tax/VAT implications?
Buy shares to keep contracts, staff (TUPE), and licences intact; buy assets to ring-fence risks and pick what you acquire. Tax/VAT and stamp taxes differ; we model both before you sign Heads of Terms, then set the SPA accordingly.
What is TOGC and when does it save VAT on a business purchase?
When a whole business (or a self-contained part) transfers and the buyer continues the same activity with correct VAT status, a TOGC can make the transfer outside the scope of VAT. This avoids cash strain and irrecoverable VAT where partial exemption applies, provided conditions are met and documented.
How are completion accounts different from a locked-box?
Completion accounts adjust price post-close; locked-box fixes price off a past date and polices leakage. Choose based on volatility, trust in records, and your appetite for post-close true-ups.
How do earn-outs work and how do we avoid disputes?
Earn-outs defer part of price against future KPIs (e.g., revenue, EBITDA). Avoid disputes with clear definitions, calculation schedules, audit rights, caps/floors, and governance rules in the SPA.
What is Business Asset Disposal Relief and do I qualify?
BADR can reduce CGT on qualifying gains if personal and company conditions are met for a specific period. Confirm status early; avoid share restructures or role changes that might break eligibility before completion.
What due-diligence documents will a buyer expect?
Three buckets: finance (accounts, ledgers, tax returns), commercial (contracts, customer lists, supplier terms), legal/HR (leases, IP, policies, employee schedules). We curate a data room and a Q&A log to speed review.
Can you talk to HMRC on my behalf during the deal?
Yes. As an HMRC-authorised agent, we handle clearances, option-to-tax notifications, registrations, and post-deal queries end-to-end.
