Succession Planning

Case Study

Transitioning the business to a trusted management team

The Challenge

A client was referred to us by their legal advisor, who had been in early discussions about succession planning. The business owner was looking to exit but felt that a trade sale to a third party wasn’t right due to concerns around culture, and continuity. They needed a clear understanding of alternative options that would safeguard the future of the business and reward loyal employees.

The Solution

We carried out a full review of the client’s objectives, the business structure, and the available succession routes. Together, we considered various options, including a sale to an Employee Ownership Trust (EOT) and a Management Buyout (MBO). Given the nature of the business and the presence of three key employees well-positioned to lead it forward, an MBO was identified as the most suitable path. We also implemented pre-transaction structuring to extract property assets from the trading company in a tax-efficient way by way of a demerger, preparing the business for a smooth transition.

The Value

The MBO enabled the shareholder to exit on their own terms while ensuring continuity under a trusted management team. The consideration was structured in two parts: an upfront cash payment and a balance paid over four years through vendor loans funded from the company’s profits. The exiting owner was able to achieve a tax-efficient exit while remaining involved in the business on a part-time basis to support the new leadership during the handover.

We also assisted with HMRC reporting of the transaction and the preparation of Self-Assessment tax returns to declare the capital gain.

The result was a successful, compliant transition and a secure financial outcome for the exiting owner—while the business continued to grow under capable new leadership.

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FAQs

Can I transition the business to family or employees without them needing to fund the transaction personally?

Yes, it is possible to transition your business to family members or employees without requiring them to personally fund the transaction upfront. Common approaches include a Management Buyout (MBO) funded through vendor loans where the outgoing owner receives part of the payment upfront and the balance over time from the company’s future profits, and the use of an Employee Ownership Trust (EOT), where the business is sold to a trust on behalf of the employees, with the consideration similarly paid out of profits over time. Both options can provide a tax-efficient exit for the owner while allowing for a smooth succession and business continuity, without placing financial pressure on the next generation of owners.

Will I pay stamp duty on a Management Buyout

In a Management Buyout (MBO), you as the seller typically do not pay Stamp Duty. However, if the transaction involves the sale of shares, the buyers (usually a new company) will usually be liable for Stamp Duty at 0.5% on the consideration paid, if it exceeds £1,000.

Paul Davison

FCCA CTA

Director

Paul originally qualified as a Chartered Certified Accountant in 1996 and went on to specialise in corporate tax at Ernst & Young and later became a partner at an independent firm of tax advisors.

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