Five Fast Facts: Top 5 things to consider when preparing to sell a Financial Services business

Global deals in the financial services sector have remained strong throughout 2025, despite continuing geopolitical and economic uncertainties and challenges. In its 2026 outlook  on global M&A trends in the sector, PwC found that in 2025 global financial services deal values had increased by c.25% compared to 2024, with a 4% increase in deal volumes ^[1]. With the sector continuing to attract strong interest, many financial services businesses are considering whether now is the right time to explore a sale.

If you are contemplating a sale, early and strategic preparation is essential to maximise value, minimise risk, and ensure a smooth transaction. Below, we set out the top five considerations for financial services business owners and management preparing for a sale.

1. Assemble your advisory team early

A successful sale process starts with assembling the right team of advisors. We recommend engaging lawyers, accountants and corporate finance advisors early on in the process to guide you through legal, financial, tax and strategic considerations. It is particularly important to work with advisors who have a deep understanding of the financial services sector, including the regulatory landscape set by the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA), as well as current market trends, and the unique challenges facing your business. Leveraging such expert advice is particularly crucial in the regulated sector space, given potential hurdles to clear in order to consummate a successful transaction.  

2. Optimise your Transaction Structure

Choosing the optimal transaction structure is another critical early decision. Typically, transactions are implemented as either a share sale or a business sale. A share sale involves the sale of shares in the company, where all of the assets and liabilities of that company remain with it. Alternatively, on a business sale, only the assets and liabilities identified in the legal documentation will be transferred.

Share sales may be structured in a myriad of ways, including a bilateral sale to a trade buyer, a form of buy-out by a private equity backed entity or by way of an auction, where multiple potential buyers are interested in acquiring the company. For businesses regulated by the FCA for example, there will also need to be a period between exchange and completion of the share sale agreement, to allow time for change of controller approvals to be obtained from the FCA. This process needs to be handled carefully and can significantly impact the transaction timetable, and in our experience, addressing this workstream early on in the process is important. A key step in preparing for a sale is therefore working with advisors to determine how the transaction is best structured to meet your goals and maximise returns, while ensuring ongoing regulatory compliance and minimising disruption to your underlying business and client relationships.

3. Pre-sale tax planning

Pre-sale tax planning is an integral part of preparing your business for sale, and it is strongly recommend that this conversation starts as early as possible as not doing so can lead to delays in your transaction or result in an inability to get the preferred tax treatment you might have otherwise been able to obtain. Tax is a technical and complex area and may raise a number of issues for both the company and the sellers. Tax treatment can be impacted by both a seller’s shareholdings, and, for owner-managed businesses (which are common across the financial services space), their role within the company (if they are an employee or director) and their personal tax arrangements. Companies will need to be aware of corporation tax issues that may arise and also deal with employment income tax issues on consideration or any transaction bonuses to be paid to the sellers who are also employees or directors.

Therefore, early, comprehensive tax advice should be obtained to ensure the transaction is structured in a manner that is as tax efficient as possible. For financial services businesses, particular attention should be paid to the tax treatment of carried interest, deferred compensation, and the impact of linking consideration with employment. Some sellers may also need to seek their own personal tax advice, for example, if the shares form part of a family office’s asset portfolio, to ensure that there are no unintended consequences for existing tax-planning arrangements.

4. Getting the company sale ready

On the company-side, beginning planning for a sale well in advance  will not only ensure that the process itself runs more smoothly but also helps prevent unknown issues arising during the buyer’s due diligence exercise. As part of this process, you may consider undertaking some proactive, seller due diligence to identify any matters that could be an issue for a potential buyer. Typical steps you may take to prepare the business for sale include:

Ensure financial records are up to date

Potential buyers will carry out financial due diligence on the company and base their valuation on the financial information provided to them in the sale process. For regulated firms, this may also include ensuring that regulatory returns, controller notifications, capital adequacy calculations, and client asset reconciliations are accurate and up to date.

Ensure corporate records are accurate and up to date

A buyer’s legal due diligence will look at Companies House filings, the company’s statutory registers, share certificate, changes to the company’s shareholding and regulatory authorisations.  You should check that all filings, authorisations, and permissions are current and accurate, and that any historic share buy-backs or reductions of capital were carried out correctly. If not, its usually better to take steps to resolve these in advance of any sale, rather than have to address as part of the sale process (which can add complexity and delay and potentially diminish value for a seller).

Ensure key commercial contracts are accessible

A buyer will want to review the company’s key commercial contracts, and their legal advisors will do a deep dive into these to look for issues such as change of control provisions, contracts nearing expiry or onerous / non-market terms. In regulated businesses, these will include agreements with clients and investment management arrangements , as these often contain regulatory obligations and change of control clauses that may require client or regulatory consent. Where you identify issues ahead of time, you may be able to take steps to mitigate these, such as negotiating contract extensions, or account for them in the transaction timetable.

Ensure employee arrangements are in order

A buyer’s legal due diligence will typically include a review of employment agreements for key employees and the company’s standard form of employment agreement. Management should ensure all employees have formal employment agreements in place, that these are all readily accessible, and that any employment related documents such as visa records and pensions schemes are accurate and up to date. Where relevant, regulated firms should also ensure that all Senior Managers and Certification Regime (SMCR) documentation is complete and that all relevant staff have been properly trained and certified (and that training or certification can be evidenced).

Ensure the company has ownership of assets that are key to the business being sold

It may seem obvious, but the company needs to evidence that it owns (or have access to) all assets required to continue to run the business (for example evidencing its office lease arrangements). In some cases, the business may also hold assets that are not relevant to the business being sold or form part of a non-core business, which could be ‘hived out’ if not forming part of any deal.

5. Maintain focus on operations

Sale processes inevitably become a distraction for management and sellers alike, pulling away focus from day-to-day business matters, but it is not good news for either side if the business suffers in that period. Management and sellers would be wise to plan for this ahead of time and, where possible, delegate responsibilities or bring in additional resource to ensure business performance does not suffer.

In the financial services sector, buyers will pay close attention to compliance, client retention  and risk management throughout the sale process. Material dips in performance, or regulatory issues can have a potential impact on value and deal execution. Maintaining robust compliance and risk management frameworks is therefore essential to keep the deal on track.

If you are considering a sale of your financial services business, our team at Charles Russell Speechlys is here to provide expert guidance and support. We invite you to contact Charlie Ring, Mike Barrington or your usual contact to discuss how we can assist in achieving your strategic objectives.

^[1] Global M&A trends in financial services: 2026 outlook | PwC