As 2025 draws to a close, many entrepreneurs and business owners will be turning their attention to 2026. For some, this means drawing up plans for hiring, consolidation or expansion, or the rollout of new products and services. For others, the year-end may have crystallised thoughts of a business exit.
Preparing for a business sale is a complex project – it is an art not a science. Sellers must consider a long list of variables, including the management structure, the state of the wider market, and even their ambitions post-sale.
They must also take action to maximise the value of the business, and will inevitably be confronted with many unknowns. Does this need to be a long-term project, or is it best left till the sale process is underway? Which advisors should they appoint and when? And what role can a private bank play in laying the groundwork for a sale at the optimum value?
Preparing for a business sale is a complex project – it is an art not a science
Lombard Odier’s UK CEO Mark Goddard has spent almost two decades dedicated to helping entrepreneurs answer these questions. Over that time, he has developed a specialised approach, partnering with entrepreneurs not only at the ‘last moment’ – the point of a sale – but adding value long before a sale is reached.
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learn more Hot on the heels of the 2025 Autumn Budget – which delivered some hope for the UK’s entrepreneurs – we spoke to Mark Goddard about the UK business landscape, how entrepreneurs should plan for their post-sale personal wealth and, chiefly, how founders and owners can maximise the value of their business before they sell.
Read also: What’s your number? Defining your business exit strategy | Lombard Odier
We know there are many factors to be considered when preparing to sell, especially as the sale approaches. To take a step back though, what would you say are the most important things an entrepreneur can do well ahead of time?
Getting the business ready for sale is critical, and planning early can make a big difference to the outcome. I would say there are five key factors.
First, having a clearly audited set of accounts over at least a three- to five-year period is essential. This demonstrates the progress of the business and its growth trajectory.
Second, if you’re planning to sell in two or three years, any potential buyer will want to see a clear forward trajectory. So, a compelling business plan is critical, and be very clear on your value drivers and what differentiates your business within its sector.
Third, you must reduce the business’ dependence on you. So ensuring operational efficiency and having the right management team in place is vital.
Fourth – practical issues matter. Optimising the business model, taking into account tax and legal considerations, structure of shareholdings, the investor base – getting these areas right can make the business more attractive to a buyer down the line.
Finally, engaging advisors early is key – particularly M&A advisors. Ideally, this should happen a couple of years in advance of an exit. They help you prepare the business and ensure it’s ready to go to market.
Read also: In conversation with Clearwater: navigating M&A with entrepreneurs in uncertain markets | Lombard Odier
Engaging advisors early is key – particularly M&A advisors
You say advisors should be engaged two years prior to an exit. What about the other factors? How far ahead should an entrepreneur be thinking about these things?
Realistically, preparing for an exit does require at least a two-year lead time. To be fully prepared, however, and to maximise your chances of an optimal outcome, it’s often said that the time to start thinking about your exit is when you set up the business. That may sound like a throwaway line, and whilst every business owner may not have a clear picture of what a future exit may look like, ideally, an entrepreneur will reflect on their objectives right from the start.
What are the practical steps entrepreneurs should take? And how can a private bank add value, not only in the run-up to a sale, but from early on?
Encouraging entrepreneurs to take advice is critical, but it’s just as important to engage the right advisors. Entrepreneurs often start with advisors who were right for them at the beginning but, as the business grows, it can be necessary to upgrade skills and expertise.
A private bank can support entrepreneurs in several ways. Firstly, we have the network and connections to bring the right advisors to the table at various stages of the business cycle. The key individuals prior to a sale are typically M&A and corporate finance advisors, but there should also be consultation with tax and legal specialists. It’s all about getting the business in a state and structure that make it optimally attractive to a potential buyer.
Realistically, preparing for an exit does require at least a two-year lead time
Entrepreneurs also need to think about the personal side. Just as tax and legal planning are essential for the business, it is also essential for personal wealth. Through our Wealth Planning team we are in a strong position to coordinate with external advisors, potentially reducing immediate advisory costs and helping entrepreneurs line up their personal wealth strategy.
Read also: What’s your number? Defining your business exit strategy | Lombard Odier
Can you tell us more about managing the personal side of things – how should family wealth be factored in the run-up to a business sale?
This is a big question. A lot of entrepreneurs are cautious about this. They don’t want to ‘count their chickens before they’re hatched’ – but, at the same time, it is important to prepare.
Part of this is about reflecting on your post-sale objectives. What will you need for your lifestyle and interests, or for your next project? Make sure you’re having conversations with your family about the implications of a sale.
From a wealth management perspective, it means optimising your existing arrangements – perhaps tidying up pensions, ISAs, and investment accounts to be ready for a larger liquidity event. Entrepreneurs also need to ask – do they have the right shareholding structure in place? Will it support the effective passing of wealth to future generations or optimise tax efficiency?
From a purely practical perspective, in addition to wealth preparation, the areas to focus on most are tax and legal planning.
Looking at the bigger picture, but especially with a view to maximising business value, what is your view of the UK as a home for entrepreneurs at the moment? Is it a good place to set up and grow a business?
Over centuries of operating globally, the UK business community has developed an outward looking and international mindset, and there are still very strong connections overseas. In the UK, we have a strong rule of law and governing conditions that make it relatively straightforward to run a business. The UK also benefits from extraordinary educational institutions which nurture and grow innovative industries. This has fostered a healthy venture capital environment driving early stage investment.
Businesses’ need a more stable tax environment with a coherent, multi-year tax roadmap which will help enable longer term planning
However, the risk appetite of UK investors is generally more conservative than in countries like the US. There is less tolerance for businesses to fail before they succeed. This can impact the appetite for future investment, especially when it comes to scale-up and growth capital.
What policies would you like to see put in place to address this?
The government does provide long-term investment incentives in the UK. We have programmes including the Enterprise Investment Scheme and Seed Enterprise Investment Scheme, which provide tax breaks for investing in early-stage businesses. There is also government-backed financing through initiatives like the British Business Bank, which provides support to SMEs and the National Wealth Fund that partners with the private sector to finance infrastructure projects. The mandate for both of these vehicles has been extended over the last 12 months and further capital has been allocated for investment.
However, there are definitely areas where we could do more to encourage growth capital. There’s an opportunity to expand the British Patient Capital programme to encourage late-stage capital investment – Series B funding and beyond. This could be targeted at sectors where the UK has national expertise and growth can be encouraged, such as spinouts from universities, particularly in technology, med-tech, and AI (artificial intelligence). With regulatory reform we could also allow the pension industry to invest more actively in venture capital and growth-stage businesses.
Another challenge is the IPO market. Regulatory reform here could reduce the burden of listing in the UK and provide a better catalyst for UK businesses to remain and grow in the UK. We also need certainty around tax – increases to National Insurance and cuts to corporation tax capital allowances and other reliefs are increasing the effective tax burden. Businesses need a more stable tax environment with a coherent, multi-year tax roadmap which will help enable longer term planning.
The final area where I would like to see meaningful action from the government is in prioritising financial education through the school curriculum. Habits are formed from an early age, and if there were more effective education around areas such as budgeting, saving, investment and planning, individuals would be better informed and more able to understand the relative risks associated with investing once they are in a position to take action.
I would like to see meaningful action from the government is in prioritising financial education through the school curriculum
In all of these things – tax and regulation, personal wealth management, growing your business, and preparing for a sale – how important is it for entrepreneurs to connect and learn from each other?
It can be incredibly valuable. A common refrain I’ve heard over the years is that it can be a lonely place being an entrepreneur – so tapping into a peer network is critical.
At Lombard Odier, we play an active role in creating and sustaining entrepreneur communities. This is part of our long-term approach, where we work with business owners not just in the build-up to a sale, but at key stages of the business cycle. We also benefit from having strong connections with external advisors along with many business owners who have experienced the full entrepreneurial journey from start-up to exit. Being able to bring them together with entrepreneurs who are still growing their businesses is hugely valuable.
My advice is that whatever stage you’re at there are actions you can take to help maximise value, but the earlier you can prepare – the better.
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