An off-market sale usually involves several advisers with distinct roles. An M&A adviser or broker typically leads valuation input, buyer research and outreach, offer management, Heads of Terms and transaction coordination. A solicitor handles the legal documents and legal due diligence. An accountant or tax adviser supports the financial information and advises on tax. A wealth adviser may help with what happens to the proceeds. The owner stays in control of the key decisions throughout.
M&A adviser or broker
The lead adviser typically helps form a view of value, prepares the anonymous description and fuller information, researches and approaches buyers, qualifies interest, manages offers and coordinates the route to completion. Approaches vary between advisers, so it is worth understanding exactly what is included.
Solicitor
A solicitor experienced in business sales drafts and negotiates the legal documents, including the sale agreement, warranties and indemnities, and responds to the buyer's legal due diligence. They are usually involved from Heads of Terms onwards, and earlier advice can help with NDAs and structure.
Accountant or tax adviser
Your accountant helps prepare reliable financial information and normalised earnings, supports financial due diligence and works on completion accounts or working capital mechanisms. Tax treatment of a sale depends on individual circumstances; reliefs such as Business Asset Disposal Relief have conditions and limits, so specific advice should come from a qualified tax adviser.
Wealth adviser, where relevant
If the sale will produce significant personal proceeds, a regulated financial adviser can help plan for them. Planning before completion can be more useful than after. The FCA register lets you check whether a firm is authorised.
Valuation input
Valuation views can come from the lead adviser, the accountant or both. What matters is that the view is evidenced, consistent with the financial information buyers will see, and explained before buyers are approached.
Buyer research and outreach
In an off-market sale this is central. It involves identifying acquirers with a genuine reason to buy, approaching them confidentially and qualifying their interest before identifying details are released.
Heads of Terms
Heads of Terms set out price, structure, key conditions, exclusivity and timetable. The lead adviser usually negotiates them commercially, with the solicitor reviewing the legal implications and the accountant the financial ones.
Due diligence and transaction coordination
Due diligence involves the buyer and its advisers testing financial, legal, commercial and sometimes operational matters. Someone needs to keep the timetable, track information requests and keep all parties moving; that is usually the lead adviser.
Where advisers overlap
Overlap typically appears around valuation, negotiation of commercial points in legal documents, and preparation of financial information. Agreeing early who leads on each point helps avoid paying twice for the same work.
Agree your priorities at the outset
Owners weigh value, legacy and speed differently. Some want the highest price; others care most about staff, the business name or a quick exit. Telling advisers which matters most at the start shapes the buyers approached and the terms pursued.
What the owner should retain control of
Advisers advise; the owner decides. Decisions on which buyers are approached, what is disclosed and when, which offer to pursue, and the final terms should remain with the owner.
After completion
Some matters continue after completion, such as completion accounts, earn-out reporting, deferred payments or a handover period. Any adviser support at this stage should be agreed separately and in writing, as it is often outside the original scope.
How to avoid duplicated advice and cost
A little structure at the start helps:
- Agree each adviser's scope in writing at the outset
- Name one lead to coordinate the timetable and information
- Share a single data room rather than parallel document sets
- Ask each adviser how they charge and what is excluded
- Bring the solicitor and accountant in before Heads of Terms are signed
- Guide: A buyer is interested, what happens next?
- Guide: What is your business worth before you approach buyers?
- How an Offsell sale works
Frequently asked questions
Do I need a solicitor if I have an M&A adviser?
Generally yes. An M&A adviser or broker leads the commercial process, while legal documents, warranties and legal due diligence are a solicitor's work. The roles complement rather than replace each other.
When should I appoint a solicitor and accountant?
Ideally before Heads of Terms are signed, so they can comment on structure, conditions and timetable. Earlier input on NDAs and financial information can also help.
Who gives tax advice on a business sale?
A qualified tax adviser or accountant. Tax outcomes depend on individual circumstances and the deal structure, so general guidance is not a substitute for specific advice.
How do I stop advisers duplicating work?
Agree written scopes, name one lead to coordinate, use a single data room, and make sure each adviser knows who is responsible for each part of the process.
What does Offsell do in this process?
Offsell runs the confidential sale process for qualifying UK businesses, including buyer research, confidential outreach and offer management, with experienced M&A advisers handling negotiation through to completion. Sellers appoint their own solicitor and accountant.