Thinking of Selling Your Company in 2026? Here's Your Cheat Sheet to the M&A Process

*This is a short form skeleton guide – if you would like further information please get in touch with Demi Darbey.*

You have built something valuable and you are now thinking about an exit. So, what actually happens next?

Let’s start with the basics.

M&A (Mergers & Acquisitions) is simply the process of selling or buying a company (also referred to as a “target”), usually by selling the shares in that company.

Here’s what Sellers should expect

Step 1: Preparation

Before you consider putting your company on the “market”, it is best practice to make your company market ready. By way of analogy, think of preparation as repainting the walls in your house before getting a valuation.

This includes:

• Finance: Getting the financials of your company clear and ready to present to a buyer.
• Housekeeping: Tidying up contracts, resolving disputes where possible and dealing with issues now rather than letting a buyer use them later to reduce the price.
• Data Room: Bundling all company documents into a clear and organised data room, ready to pass over to a buyer. If you present your company in an organised manner, this will be very helpful down the line (see Step 4).

Once that groundwork is done, it is time for a valuation to get a realistic view of your company’s value. This can be done with the help of accountants or M&A Advisors.

Step 2: Find a Buyer

Finding the RIGHT buyer can be the difficult part, as it is more than simply uploading a post onto Zoopla and waiting for offers to come in.

Different buyers want different things:

• Some want to grow your business.
• Some want to absorb it.
• Some want you to stay on.
• Others want a clean exit

Depending on how you would like to structure your exit will depend on what type of buyer you are looking for and whether their intentions align with yours.

Step 3: Negotiations

Once you have an interested buyer, negotiations begin.

This usually involves:

• signing a Non-Disclosure Agreement (NDA) at the outset, and
• signing a Heads of Terms (HoTs) or a Letter of Intent (LOI) once the key terms are agreed.

The HoT/LOI sets out the commercial structure of the deal, including:

• the Purchase Price and how it is paid,
• whether there is an earn-out,
• expectations for buyer protections, and
• timelines and other key conditions.

While usually not fully binding, the HoT/LOI drives the rest of the deal so it needs careful thought.

Step 4: Due Diligence (DD)

DD is a strenuous process, especially if you skipped preparation as outlined in Step 1.

This is the point where the buyer will scrutinise your business to ensure they know what they are buying. It includes:

• Financial DD evaluating how the business has performed financially.
• Legal DD reviewing contracts, staff, IP, compliance and disputes.
• Commercial DD reviewing customers, market and competition.

The depth of each section depends on the size of the deal at hand and the buyer’s appetite for risk.

Step 5: Engaging Lawyers

Step 5 and Step 4 may occur simultaneously, depending on whether you need your lawyer to help you respond to DD questionnaires presented by the buyer.

Once you have picked the perfect lawyer for you, due diligence is complete, the next stage is finalising the transaction documents.

The lawyers will negotiate and draft the following documents:

• Share Purchase Agreement: The main binding contract setting out the sale terms. The Share Purchase Agreement will contain warranties – statements of truth made by the seller which, if untrue, will give the buyer the right to sue the seller for losses resulting from the warranties being untrue.
• Disclosure Letter: This document discloses against the warranties provided in the Share Purchase Agreement and protects the seller by flagging known issues to the buyer.
• Other Documents related to the sale depending on the structure, to include routine board minutes and stock transfer forms.

Step 6: Completion

Completion is the finish line:

• The Purchase Price is paid.
• Documents are signed and dated.
• Ownership transfers to the buyer.

The sale is complete.

Congratulations, you have sold your company.

Step 7: Post-Completion

Post-completion is predominantly handled by the buyer’s lawyers and includes:

• compiling the full completion pack,
• paying stamp duty on the share transfer, and
• making Companies House filings.

Depending on the structure of the deal, you may still have ongoing obligations, but the operational control of the target company has passed.

Key Takeaways

The M&A process is an exciting one and it is probably something you have been thinking of as the end goal. The key things to remember are as follows:

• Start preparing earlier than you think you need to.  
• Engage the right advisors that align with your goals and understand both the legal and commercial realities of the deal.
• Understand the deal structure and tax consequences.
• Be ready to commit time to getting the process over the line.

Legals are often ignored, until ignoring them costs you. Involve your lawyers early.

Remember: Checking the foundations of a house before building leads to smoother exits, fewer headaches, and a stronger position down the line.

If you are thinking about starting the M&A process, get in touch with Demi today to discuss how to approach your exit clearly, commercially and with as few surprises as possible.