Getting ready to sell your trade business: the records a buyer wants

A buyer wants proof of profit and proof the business runs without you. In practice that means at least three years of accounts, profit by job and by customer, signed contracts and frameworks, staff contracts, CIS and VAT records, compliance certificates and written systems. Start two to three years before you sell, because those records have to cover a track record.

What does a buyer look for in a trade business?

Three things: profit that's real, work that will keep coming, and a business that doesn't walk out of the door with the owner. Every record you keep is evidence for one of those.

A national groundworks and civils firm we spoke to, seven staff plus subbies and about £1m a year of mainly commercial subcontract work, wants to sell in three to five years. The owner was doing it all on pen and paper. The work and the client list are there; the evidence isn't yet. That's the gap most small trade firms have to close.

Which records will a buyer ask for?

Expect a long list in due diligence. Get these in order before you speak to anyone.

Sole traders must keep records for at least five years after the 31 January filing deadline for the tax year (GOV.UK). A buyer will usually want more than the legal minimum anyway.

Why does profit by job matter more than turnover?

Because a buyer is pricing future profit, and job-level records are how they test it. Turnover says how busy you were. Profit by job says which work to keep doing. A renovation builder we spoke to had thought about selling 30 to 40% of his business to an investor while admitting "I don't know if I'm making money on jobs." He shelved the sale. A buyer would have asked the same question and found no answer in the records.

If you can't produce profit by job today, start with job costing for trades. Twelve months of job costs is far more convincing than a spreadsheet built the month before a sale.

How much tax will you pay on the sale?

That depends on how you sell (shares or assets), your other income and the reliefs you qualify for. Business Asset Disposal Relief can reduce Capital Gains Tax on qualifying gains to 18% for disposals from 6 April 2026, up to a £1 million lifetime limit.

Worked example

Selling shares in a trade company: a £500,000 gain

An owner who has held at least 5% of a trading company and worked in it for two years sells all his shares.

Gain on the sharesexample figure	£500,000
Tax with Business Asset Disposal Relief18% × £500,000	£90,000
Tax at the higher main CGT rate, without the relief24% × £500,000	£120,000
Difference if the relief applies£120,000 − £90,000	£30,000

What happens to your staff when you sell?

If you sell the company's shares, the employer doesn't change, so staff stay employed by the same company. If the business or part of it is sold as assets, TUPE usually applies: staff transfer to the buyer on their existing terms, with continuous employment. You must give the buyer employee information at least 28 days before the transfer, including names, ages, key terms and any disciplinary action, grievances or legal claims from the last two years (GOV.UK: information about employees). Get an employment solicitor involved early.

How do you prepare over three years?

1. Three years out: fix the numbers.

   Monthly management accounts, cost per job, supplier bills matched to jobs, CIS and VAT clean. Talk to an accountant about structure and the relief conditions.

2. Two years out: take yourself out.

   Write down how each part of the business runs and hand it to someone or something else. A buyer will ask what happens when you leave; see owner as the bottleneck and growing without an office manager.

3. Two years out: spread the risk.

   If one main contractor is half your turnover, a buyer prices that in. Win work from more clients.

4. One year out: tidy the paperwork.

   Contracts signed and filed, accreditations current, plant register up to date, no undocumented side arrangements.

5. At sale: tell the right people.

   Companies House about director changes, HMRC about the change, and your VAT registration can transfer to a buyer of the business using form VAT68.

If you want outside help with the plan, see business coaches for trades for what to ask before you pay anyone.

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Where Nexley fits

Nexley is the AI back office for UK trade firms: five AI assistants run your tenders, quotes, buying, scheduling and invoicing. It connects to the tools you already work in, you run it all from WhatsApp, and you approve everything. £799 a month.

For a sale, the records have to exist long before the buyer asks. Nexley builds them as you work: supplier bills against each job, cost and profit per job, quotes and contracts filed by client, and CIS and invoice records in one place. It runs over WhatsApp, and you approve what goes out.

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Common questions

Sources

1. GOV.UK: Running a limited company, company and accounting records
2. GOV.UK: Business records if you're self-employed, how long to keep them
3. GOV.UK: HS275 Business Asset Disposal Relief (2026)
4. GOV.UK: Business Asset Disposal Relief eligibility
5. GOV.UK: Capital Gains Tax rates and allowances
6. GOV.UK: Business transfers, takeovers and TUPE
7. GOV.UK: Information about employees during transfers
8. GOV.UK: Transfer your VAT registration

Every rule, rate and date above was checked against these sources on the date shown at the top.