I sold my creative agency after 13 years. Built it from a Belfast bedroom to £2.2M revenue, then exited for a multi-7 figure sum. The process took longer than I expected, cost more than I budgeted, and taught me more than anything else in my career.
This guide is everything I wish someone had told me before I started.
If you’re a UK agency owner thinking about selling, whether that’s in 2 years or 10, this is the roadmap. Every section comes from either my own experience or the dozens of agency owners I’ve since helped prepare for exit.
What is an Agency Exit Strategy?
An exit strategy is a deliberate plan for how you’ll eventually leave your business. It’s not just “sell the company.” It covers the type of exit, the preparation required, the timeline, the tax implications, and how to maximise what you receive.
Most agency owners don’t have one. They wake up one day burnt out, decide they want out, and discover their business isn’t in a position to sell well. Or at all.
The agency owners who get the best outcomes are the ones who planned 2-3 years in advance. Even if you’re not ready to sell tomorrow, having a strategy means every decision you make builds value rather than destroying it.
The 4 Exit Routes
Not every exit is a sale to a stranger. There are four main routes, each with different implications for price, timeline, and your role afterwards.
Route 1: Trade Sale (Selling to Another Agency)
What it is: Selling your agency to another agency, a holding company, or a strategic buyer who wants your clients, team, or capabilities.
Best for: Agencies doing £500k+ revenue with something a buyer wants. That could be a niche specialism, a client roster, geographic presence, or technical capability.
Typical terms:
- 3-7x EBITDA multiple
- 50-70% upfront, balance over 1-3 year earn-out
- Founder stays 12-24 months for transition
- Most common exit route for UK agencies
Pros:
- Highest potential valuation
- Professional buyers who understand agency economics
- Team usually protected through transition
Cons:
- Earn-out means you’re tied in post-sale
- Culture clashes with acquiring company
- Due diligence is intensive (3-6 months)
- Buyer may restructure your team
This is the route I took. It’s the most common and typically delivers the best financial outcome for agencies above £500k revenue.
Route 2: Management Buyout (MBO)
What it is: Your existing management team or senior employees buy the business from you.
Best for: Agencies where the team is already running operations and you want to reward loyalty. Works well when the team has the capability but not the capital.
Typical terms:
- Often lower multiple than trade sale (2-5x)
- Payment structured over 3-5 years from business profits
- Vendor financing common (you effectively lend them the money)
- Clean break possible once payment terms completed
Pros:
- Team knows the business
- Clients experience minimal disruption
- Can be structured for gradual exit
- Preserves company culture
Cons:
- Team may not have capital for upfront payment
- Risk if business underperforms during payment period
- Lower overall valuation than trade sale
- You carry the financing risk
Route 3: Employee Ownership Trust (EOT)
What it is: Selling the business to an Employee Ownership Trust. The company is owned collectively by employees.
Best for: Owners who want to reward their team and secure a tax-efficient exit. Particularly attractive since the UK offers capital gains tax exemption on qualifying EOT sales.
Typical terms:
- Price based on independent valuation (market rate)
- Payment typically from future business profits over 3-7 years
- No capital gains tax on qualifying sales (currently)
- Founder can stay involved or exit completely
Pros:
- Tax-free gains (a significant advantage over trade sales)
- Team motivated by ownership
- Legacy preservation
- Flexible transition timeline
Cons:
- Payment depends on future business performance
- More complex legal structure to set up
- Requires the business to be profitable enough to fund the purchase
- Not all agencies are suitable candidates
UK Tax Advantage: As of 2026, qualifying EOT disposals are exempt from capital gains tax. On a £1M sale, this could save you £100-200k compared to a trade sale. Speak to a specialist tax advisor because the rules are specific.
Route 4: Acqui-Hire
What it is: A buyer acquires your agency primarily for the talent, not the business itself.
Best for: Smaller agencies (under £500k revenue) with highly skilled specialist teams. Common in tech-adjacent creative agencies.
Typical terms:
- Lower valuation (often 0.5-2x revenue)
- Team gets employment contracts with buyer
- Short or no earn-out
- Business may be absorbed rather than run independently
Pros:
- Quick process
- Team gets secure employment
- Lower due diligence requirements
Cons:
- Lowest valuation of all routes
- Your brand likely disappears
- Less control over team’s future
- Not really “selling a business”
The Exit Route Decision Framework
Not sure which route is right for you? Work through this:
Choose Trade Sale if:
- You want maximum financial return
- Your agency does £500k+ revenue
- You’re willing to stay 12-24 months post-sale
- You have a diversified client base and documented systems
Choose MBO if:
- You have a strong management team who wants to buy
- Preserving culture matters more than maximum price
- You’re comfortable with payments over 3-5 years
- The team is already running operations day-to-day
Choose EOT if:
- Tax efficiency is a priority
- You want to reward the whole team
- The business is profitable enough to fund the purchase
- You value legacy and continuity
Choose Acqui-Hire if:
- Your team is more valuable than the business itself
- You want a quick, clean exit
- The agency is small and specialist
- You’re less concerned about maximum valuation
The 2-Year Exit Preparation Timeline
The biggest mistake agency owners make is deciding to sell and expecting it to happen in 3 months. Proper preparation takes 18-24 months. Here’s the timeline.
Months 1-6: Fix the Foundation
Focus: Get your house in order.
- Get 3 years of accounts professionally prepared and ideally audited
- Calculate your adjusted EBITDA accurately
- Score yourself on the 7 Valuation Drivers
- Identify your 3 biggest valuation gaps
- Start reducing owner dependency (use the Owner Extraction Method)
- Clean up any legal issues (contracts, IP ownership, employment)
- Begin converting project revenue to recurring where possible
Key metrics to track: Net margin %, recurring revenue %, owner hours in delivery, top client concentration
Months 7-12: Build Value
Focus: Improve the numbers buyers care about.
- Implement proper systems documentation (SOPs for every service)
- Build or strengthen your management layer
- Diversify client base (no single client above 20% of revenue)
- Increase recurring revenue to 30%+ target
- Improve margins through pricing and efficiency
- Implement CRM and track your sales pipeline properly
- Document your sales process so it can run without you
Key metrics to track: Revenue per head, utilisation rate, pipeline value, client retention rate
Months 13-18: Optimise and Position
Focus: Make the business as attractive as possible.
- Achieve consistent 3-month revenue forecasting
- Ensure contracts have proper notice periods (60+ days)
- Complete owner extraction from day-to-day operations
- Refresh client contracts with appropriate terms
- Create management reporting pack (monthly P&L, KPI dashboard)
- Build your “data room” (all documents a buyer will request)
- Engage tax advisor for exit planning (BADR relief, structure)
Key metrics to track: Valuation scorecard, trend lines on all metrics, forecasting accuracy
Months 19-24: Go to Market
Focus: Execute the sale process.
- Engage M&A advisor or broker (if appropriate for your size)
- Prepare the Information Memorandum (your agency’s “pitch deck”)
- Identify target buyers (strategic acquirers, PE firms, competitors)
- Run a managed process with multiple interested parties
- Navigate due diligence (expect 3-6 months)
- Negotiate terms (price, earn-out, your role, team protection)
- Complete legal documentation and close
What Buyers Actually Look For: The Buyer’s Checklist
Having been through this process, I can tell you what buyers asked me. These are the things they scrutinised most.
The Non-Negotiables
Buyers will walk away if these aren’t in order:
- Clean financials: 3 years of accounts, ideally audited. No mixing personal and business expenses.
- Client contracts: Written agreements with notice periods. Handshake deals terrify buyers.
- Employment contracts: All staff on proper contracts with non-competes and IP assignment.
- IP ownership: Confirm the agency owns all IP, software licences, and assets. No personal accounts holding business tools.
- No pending legal issues: Disputes, complaints, or regulatory problems must be resolved.
The Value Signals
These make buyers confident and push your multiple higher:
- Recurring revenue above 30%: Predictability is everything.
- Management team in place: Proves the business runs without you.
- Diversified clients: No single client above 20% of revenue.
- Growing margins: Year-on-year improvement, not decline.
- Documented systems: SOPs, workflows, and processes that transfer.
- Strong team tenure: Low turnover signals a healthy culture.
- Sales pipeline: Proves future revenue, not just past performance.
The Red Flags
Things that make buyers discount your price or walk:
- Owner does all the selling. If sales stop when you leave, they’re buying a ticking clock.
- Key person risk. One developer, designer, or account manager holds all the knowledge.
- Client concentration. One or two clients funding the whole operation.
- Declining revenue trend. Nobody wants to catch a falling knife.
- Messy tech stack. Systems on personal accounts, no documentation, tribal knowledge.
Common Mistakes That Kill Deals
I’ve seen these destroy transactions. Every single one is avoidable.
1. Starting Too Late
Deciding to sell and expecting a deal in 6 months. Proper preparation takes 18-24 months. Rushed sales always leave money on the table.
2. Emotional Pricing
“I’ve put 15 years of my life into this.” That’s not a valuation method. Buyers pay based on future cash flows, not your emotional attachment. The market sets the price.
3. Hiding Problems
Buyers find everything in due diligence. Every skeleton, every inconsistency, every shortcut. It’s better to address issues upfront than have them discovered and erode trust.
4. Not Getting Tax Advice Early
UK agency owners need to understand Business Asset Disposal Relief (BADR, formerly Entrepreneurs’ Relief). The current rate is 10% CGT on the first £1M of qualifying gains. Structure matters. Get advice at least 12 months before sale, not the week before completion.
5. Negotiating Without Options
If you have one buyer, they have the leverage. A managed process with multiple interested parties drives competitive tension and better terms.
6. Ignoring the Earn-Out
Many owners focus on the headline price and don’t scrutinise the earn-out terms. If 40% of your payment depends on hitting targets over 2 years, you need to understand exactly what those targets are and whether they’re achievable.
7. Not Protecting the Team
Your team made this possible. Ensure the deal protects their employment, terms, and culture. A good buyer understands this. A bad buyer sees them as costs to cut.
UK Tax Planning for Agency Exits
Tax can significantly impact your net proceeds. Get specialist advice, but here are the key areas to understand:
Business Asset Disposal Relief (BADR)
- 10% CGT rate on the first £1M of qualifying gains (vs. 20% standard)
- Must have owned the business for 2+ years
- Must be a trading company (not investment holding)
- Must own at least 5% of shares
- Must be an officer or employee of the company
Potential saving: On a £1M gain, BADR saves you £100k in tax.
EOT Tax Exemption
- Qualifying sales to Employee Ownership Trusts are exempt from CGT
- Potentially the most tax-efficient exit route
- Complex qualifying conditions. Specialist advice essential.
Other Considerations
- Pension contributions: Maximise employer contributions before sale
- Company structure: Holding company structures can offer additional flexibility
- Timing: Tax year planning can optimise your position
- Indexation: Not applicable to individuals but relevant for corporate sellers
- Stamp duty: Buyer typically pays on share sales
The Due Diligence Survival Guide
Due diligence is where deals go to die or get discounted. Here’s how to survive it.
What Buyers Will Request (The Data Room Checklist)
Start building this 12 months before you go to market:
Financial:
- 3-5 years of statutory accounts
- Monthly management accounts for current year
- Revenue breakdown by client (3 years)
- Revenue breakdown by service (3 years)
- Pipeline and forecast
- Debtor and creditor ageing
Legal:
- All client contracts
- All employment contracts
- Shareholder agreements
- Property leases
- IP registrations
- Insurance policies
Operational:
- Organisation chart
- Key employee profiles
- Technology and software inventory
- Standard operating procedures
- Client satisfaction data
- Staff turnover rates
Commercial:
- Top 20 client summary with tenure and revenue
- New business pipeline
- Win/loss rate data
- Marketing and lead generation overview
- Competitive positioning
Having this ready before a buyer asks shows professionalism and builds confidence. Every delay during due diligence gives the buyer a reason to reconsider.
My Exit: What I Learned
I’m not going to share the specific numbers or the buyer’s identity. But here’s what I learned going through the process.
The preparation took longer than the sale. We spent 18 months getting the business ready and 6 months on the transaction itself.
I should have reduced my involvement earlier. I was still too embedded when we started the process. Buyers noticed and it affected the multiple.
Clean financials mattered more than I expected. Every ambiguous expense, every personal item run through the business, created questions and friction.
The earn-out was the hardest negotiation. Agreeing on the headline price was straightforward compared to negotiating the earn-out targets and timeline.
I left Kaizen and it’s doing brilliant things. We always think we’re the oracle, but a well-built business with a good team can thrive without the founder. That’s both humbling and validating.
I said “f*ck it, I’m done” more than once. There were moments during the process where I wanted to walk away. The isolation of navigating a sale while still running the business is intense. Having support matters.
Frequently Asked Questions
How do I sell my agency?
Start by preparing 18-24 months in advance. Focus on the 7 valuation drivers: recurring revenue, margins, owner dependency, client concentration, growth trend, systems, and team depth. When ready, either approach buyers directly or engage an M&A broker to run a managed process. Expect due diligence to take 3-6 months.
How long does it take to sell an agency?
From first conversation to completion, typically 6-12 months. But preparation should start 18-24 months before. So the total timeline from “I want to sell” to “deal done” is usually 2-3 years for the best outcomes.
What is my agency worth?
UK creative agencies typically sell for 3-7x adjusted EBITDA. For a quick estimate: take your adjusted annual profit and multiply by 4-5 for an average agency. The exact multiple depends on recurring revenue, owner dependency, client concentration, margins, growth, systems, and team. Take the free Agency Valuation for a personalised assessment.
Should I use a broker to sell my agency?
For agencies valued under £1M, you may be able to run the process yourself with good legal and financial advisors. Above £1M, a specialist M&A broker typically achieves 15-30% higher prices through competitive tension and deal expertise. Their fees (typically 5-10% of deal value) usually pay for themselves.
What is BADR relief for agency sales?
Business Asset Disposal Relief (formerly Entrepreneurs’ Relief) applies a 10% capital gains tax rate on the first £1M of qualifying gains. You must have owned the business for 2+ years, own at least 5% of shares, and be an officer or employee. This can save up to £100k compared to the standard 20% CGT rate.
Can I sell my agency if I’m the only employee?
Yes, but valuations will be lower because the business is entirely owner-dependent. Buyers are paying for your client relationships and pipeline, not a standalone business. Consider building a small team (even contractors) before going to market to demonstrate the business can operate beyond you.
Start Building Your Exit Strategy Today
You don’t need to sell tomorrow. But every decision you make from today either increases or decreases what your agency is worth.
Take the free Agency Valuation to see where you stand on the 7 drivers that determine your valuation. It takes 3 minutes.
If you’re 1-3 years from exit and want hands-on preparation support, Exit Advisory is the programme I built for exactly this stage. I’ve been through the process. I know what works, what kills deals, and how to maximise what you walk away with.
If you’re earlier in the journey, Scale coaching helps build the fundamentals that make an agency worth buying: margins, systems, team, and reduced owner dependency.
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