ANSWERS

The questions owners ask us first.

Plain answers on what your business is worth, what it costs to sell, how long it takes, what the taxman takes and who is buying. Written for owners of trades, compliance and specialist services businesses in the UK. None of it is advice on your own position; the first conversation is where that starts.

Value

How much is my business worth?

Most trades and compliance businesses are valued as a multiple of adjusted profit, usually EBITDA: profit before interest, tax, depreciation and amortisation, after adding back your own salary above market rate and any one-off costs. In the sectors we work in, businesses with £250k to £1m of adjusted profit have been changing hands at roughly four to six times. A business making £400k might therefore be worth £1.6m to £2.4m before adjustments for cash, debt and working capital. The multiple moves more than the profit does, and it is set by who is buying, not by a chart.

What decides the multiple?

Five things, in this order: how much of your turnover repeats under contract; how the business runs when you are not there; how concentrated your customers are; which accreditations the company holds in its own name; and whether there are funded buyers active in your sector right now. Fire and security, lift maintenance and water hygiene have several groups buying repeatedly, which supports the top of the range. Project-led trades with no repeat work sit below it.

Why do fire, lift and water hygiene businesses sell for more than general trades?

Because the work is required by law and recurs. A lift has to be maintained, a fire alarm has to be serviced, a water system has to be monitored, and the customer rarely moves supplier. Buyers can underwrite that income. A roofing or groundworks business has to win every job again, so a buyer is paying for a reputation and a pipeline rather than a contract base.

What is the difference between enterprise value and what I receive?

Enterprise value is the price for the business itself. What you receive is that figure plus surplus cash, minus debt, adjusted for a normal level of working capital, and then minus tax. A £2m enterprise value with £150k of surplus cash and a £200k bank loan leaves £1.95m before tax. Buyers will also want a normal amount of working capital left in, so stripping cash out before completion usually comes off the price.

Can I increase the value before I sell?

Yes, and it usually takes twelve to twenty-four months. The changes that move the number most: put customers on written service agreements; separate maintenance income from installation in the accounts; move accreditations into the company's name; reduce any customer above 20% of turnover; and put a manager in place who runs the diary and the engineers without you. The readiness check will tell you which of these matter for your business.

Fees

What does Build Broker charge?

No listing fee and no monthly fee. A preparation fee from £5,000, agreed before you sign, half on signature and half when the transaction pack is delivered, credited in full against the success fee. Then a success fee on completion: a percentage of the sale value with a minimum, both written into the engagement letter before you commit. We will tell you the percentage on the first call.

Why not publish the percentage?

Because it depends on the size and complexity of the sale, and a single number would be wrong for most people reading it. What we will do is put it in writing before you sign anything, along with the minimum, and never take an undisclosed fee from the buyer on the same transaction.

What do other brokers charge?

The volume brokers that list businesses online typically charge an upfront fee of several thousand pounds to "market" the business, then a success fee. Corporate finance boutiques working on larger deals typically charge a monthly retainer plus a success fee of a few per cent. The fee that matters is the one you pay if the business does not sell. Ours is the preparation fee, and you keep the pack.

What else will I pay?

A corporate solicitor for the sale agreement, usually £8,000 to £25,000 depending on complexity. Tax advice before you agree terms, usually £2,000 to £6,000. Your accountant's time on the figures. Professional fees are deductible against the gain. We route accounting and tax work back to your existing adviser where you want us to.

Can I sell without a broker?

Yes. Owners who do usually sell to one buyer who approached them, at that buyer's price, with no competitive tension and no one to run the process while they run the business. It works when the buyer is fair and the owner has time. The cost of getting it wrong is the difference between one offer and the best of three.

Process

How long does it take?

Six to nine months from first call to completion is typical, and every business is different. Preparation takes three to six weeks, the buyer approach eight to ten, offers and heads of terms about six, and due diligence and legal completion twelve to fourteen. Businesses with clean monthly figures and written contracts are quicker. Businesses whose records are in the owner's head are slower.

What is the transaction pack?

The document set a buyer needs to make a decision: an anonymous teaser for first contact, then a full information memorandum covering history, services, customers, contracts, accreditations, people, three years of figures, a normalised profit bridge, working capital and debt, and the issues due diligence will find, set out before the buyer finds them. We prepare it to the standard a private-equity investment committee expects, because that is who reads it.

Who sees my business, and when?

Nobody until you approve the list. We build a short list of buyers with a reason to acquire your business, you strike out anyone you do not want approached, and each buyer signs a non-disclosure agreement before receiving anything with your name on it. Staff, customers and competitors find out when you decide, normally after heads of terms.

What are heads of terms?

A short, mostly non-binding document that records the price, structure, timetable and exclusivity period agreed between you and the chosen buyer before the lawyers start. It sets the frame for everything that follows, so it is where the negotiation happens. We manage it.

What happens in due diligence?

The buyer's advisers check what the pack says: accounts and management figures, contracts and their assignability, employment terms, accreditations and certificates, tax, insurance, disputes. It typically takes eight to twelve weeks and it is where most deals slow down or fall over. Deals fall over because something turns up that was not disclosed. That is why the pack addresses the difficult points first.

Should I tell my staff?

Senior people who will meet buyers need to know before management meetings. Everyone else normally finds out after heads of terms, and always before completion; in an asset sale, TUPE requires consultation. Nobody should find out by rumour.

Tax

How much tax will I pay?

On a share sale you pay Capital Gains Tax on the gain. For higher-rate taxpayers the rate is 24%. Business Asset Disposal Relief, where it applies, reduces the rate to 18% on the first £1m of qualifying lifetime gains. These figures change at Budgets and depend on your position; take advice before agreeing terms, not after.

What is Business Asset Disposal Relief?

The relief formerly called Entrepreneurs' Relief. To qualify you normally need to have held at least 5% of the shares and been an officer or employee of a trading company for two years before the sale. It is worth up to £60,000 at current rates. Whether you qualify should be checked a year before you go to market, because it can be fixed if you don't.

Share sale or asset sale?

For a seller, a share sale is nearly always better: one layer of tax, and the company's history goes with it. In an asset sale the company sells its trade and assets, pays corporation tax on the gain, and you then pay tax again on extracting the proceeds. Buyers sometimes prefer asset purchases to leave liabilities behind. If one insists, the price should reflect it.

What about an Employee Ownership Trust?

An EOT lets you sell a controlling stake to a trust for your employees, and a qualifying sale can be free of Capital Gains Tax. The trade-off is that you are usually paid out of future profits over several years rather than in cash at completion, and the rules were tightened in 2024. It suits some owners of stable, well-managed businesses. It is not a way to get a trade-sale price without a trade buyer.

Is an earn-out taxed?

Yes, and how depends on whether the maximum amount is known at completion. The structure of an earn-out affects both the tax and the risk, so it needs a tax adviser before heads of terms rather than after.

Buyers

Who buys businesses like mine?

In our sectors, four kinds. Private-equity-backed platforms running buy-and-build strategies, which are the most active and usually pay the most for maintenance-led businesses. Trade acquirers adding a region, an accreditation or a customer base. Owner-managers buying an adjacent business. And occasionally an individual or a search fund backed by investors. The Market page lists who has bought what this year.

Does a private-equity buyer mean I lose control of the outcome?

No. It usually means a more professional process and a buyer who has done this before. Expect a proper due diligence exercise, a request that you stay for a transition period, and sometimes part of the price paid on results. In return they tend to pay more than an individual and to complete.

What is a buy-and-build?

A strategy where a funded group buys one business as a platform and then acquires others in the same sector to build scale, often one every few months. If your sector has active platforms, they are usually your best buyer, because your business is worth more to them than it is on its own. Several are active in fire and security, lifts and water hygiene now.

What is a management buyout?

Your existing managers buy the business, usually with bank debt and sometimes an investor. It keeps the business in familiar hands and keeps things quiet, but there is no competition for the price and you are often paid over time. It works when the team is capable and you are comfortable being a lender to your own business for a while.

Deal structure

What is an earn-out?

Part of the price paid after completion, conditional on the business hitting agreed targets, usually over one to three years. Buyers use it to bridge a gap between their view of value and yours, and to keep you engaged. The risk is that the buyer controls the business while your money depends on its results. If you accept one, the targets, the accounting and your protections need to be precisely written.

What is deferred consideration?

Part of the price paid on fixed future dates regardless of performance. Less risky than an earn-out, but still worth less than cash on the day: you are lending the buyer money, and you carry their credit risk. Security or a guarantee is normal.

What warranties will I give?

Legally binding statements about the business: the accounts are accurate, the contracts are valid, there are no undisclosed disputes, and so on. If one turns out to be wrong the buyer can claim. The pack and disclosure process are how you limit that: what has been disclosed cannot be claimed against.

Will I have to sign a non-compete?

Almost always. Typically one to three years, limited to your sector and region. Courts enforce reasonable restrictions and strike down unreasonable ones. If you plan to stay in the industry in any form, agree the wording at heads of terms.

How long will I have to stay?

It depends on how much of the business is you. If customer relationships and quoting sit with a manager, a buyer may want three to six months. If they sit with you, expect a year or more and part of the price tied to it. Reducing that dependency before you sell is worth more than almost anything else you can do.

Working with us

Will you take on my business?

Only if we can see who would buy it. We say so on the first call. If the answer is not yet, we will tell you what would change it, and the readiness check will give you a score before you speak to us.

Do you work across the UK?

Yes. Most of our work is remote with site visits where they help.

What sectors do you work in?

Fire and security, lift maintenance, water hygiene, electrical compliance and testing, and the maintenance and specialist service businesses around them. We also take on general trades, builders merchants and contractors where there is a credible buyer.

Is it confidential?

Yes. Nothing with your name on it goes to anyone without a signed non-disclosure agreement and your approval of that buyer. Your enquiry is held by GIE Capital Ltd under our privacy policy and is not shared.

How do I start?

Call 01277 674 800, use the form on the Sell page, or take the readiness check. The first conversation is free, confidential and without obligation.

If you're thinking about a sale, start with a conversation.