I sold my creative agency after 13 years. Built it from a bedroom in Belfast to £2.2M in revenue. Exited for a multi-7 figure sum. The process took about 18 months from first serious conversation to legal completion.
During that 18 months, I learned more about business than in the previous 13 years combined. Because selling a business exposes everything. Every strength gets examined. Every weakness gets found. Every shortcut you took along the way comes back.
If I had known what I know now, I would have done things differently. Not the decision to sell. That was right. But the preparation. The timing. The way I handled specific parts of the process.
This guide is the article I wish I had had. It covers the full process of selling an agency in the UK: the preparation, finding buyers, negotiations, due diligence, and completion. If you are earlier in the journey, start with my exit planning guide or choosing the right exit strategy. With the lessons I learned (and the mistakes I made) built into every section.
Before You Go to Market: The Preparation Phase
The sale process does not start when you find a buyer. It starts 12 to 24 months before, with preparation. This is where most of the value is created or lost.
Get Your Financials in Order
This is not negotiable. You need:
- Monthly management accounts for at least the last 24 months (36 is better)
- Adjusted EBITDA clearly calculated, with addbacks documented and justifiable
- Revenue broken down by client, by service type, and by recurring vs project
- Clean separation of business and personal expenses (every personal expense through the business is something you will have to explain to a buyer’s accountant)
When my buyer’s team went through our accounts, they questioned everything. Why was this expense here? What is this payment to that supplier? Is this revenue recurring or one-off?
The agencies that sell quickly are the ones where every question has a clear answer. The agencies that stall or fall apart are the ones where the founder says “I think” or “probably” too often.
Find an accountant who understands M&A preparation. Not your year-end tax accountant. Someone who can present your numbers the way a buyer expects to see them.
Reduce Owner Dependency
If you are the one selling the work, managing the clients, directing the creative, and making every operational decision, you are the business. And a buyer is not purchasing you. They are purchasing what continues after you leave.
I spent two years before the sale systematically extracting myself. Delivery first. Then client relationships (the hardest one). Then operational decisions. Then strategic direction.
By the time the buyer met my team, they could see the business ran without me. That is not an accident. That is preparation.
If you are 18 months out from a potential sale and still running every client meeting, that is your number one priority to fix. Not tomorrow. Now.
Build Recurring Revenue
Buyers pay for predictability. An agency with 60% of revenue on retainers or contracts is worth materially more than one doing the same revenue on projects alone.
If you are project-heavy, start converting. Pitch retained services to existing clients. Restructure your proposals to lead with monthly retainers. Introduce maintenance, support, or strategy retainers alongside project work.
Even 12 months of demonstrated recurring revenue growth changes the conversation with buyers. They want to see the trend, not just the number.
Diversify Your Client Base
The ceiling: no single client over 20% of revenue. Ideally, your top 5 clients together account for less than 40%.
When I was preparing to sell, I had one client at close to 40%. That was a problem. If they had left during the sale process, the deal would have been repriced or cancelled. I spent the year before going to market winning new clients specifically to dilute that concentration.
It worked. But it was stressful. Do not leave it that late.
Going to Market: Finding Buyers
Engage a Broker (or Do Not)
You have two options: use an M&A broker or approach buyers directly. Both work. Both have trade-offs.
Using a broker:
- They run a competitive process (multiple buyers, drives price up)
- They handle the information memorandum, buyer qualification, and initial conversations
- They know who is buying and what they are paying
- Fees are typically 3 to 5% of deal value (sometimes with a retainer fee)
- Worth it for deals above £500K in value
Going direct:
- You control the process and the relationship
- No broker fee
- But you have less leverage (no competitive tension)
- And you are negotiating while running the business
- Higher risk of leaving money on the table
My advice: for any deal above £500K, use a broker. The competitive tension alone more than covers their fee. A broker who brings three interested buyers to the table creates bidding dynamics you cannot replicate on your own.
The Information Memorandum
This is the document that describes your business to potential buyers. Think of it as a business prospectus. It covers:
- Business overview and history
- Services and market positioning
- Financial performance (3 years of P&L, adjusted EBITDA)
- Client overview (without naming clients at this stage)
- Team structure and key personnel
- Growth opportunities
- Reason for sale
Your broker will usually prepare this, but you will need to provide all the raw information. If your financials are messy or your story is unclear, the IM shows it. First impressions matter.
Types of Buyers for Agencies
Understanding who buys agencies helps you position the sale.
Trade buyers (other agencies or holding companies): The most common. They want your clients, team, niche, or geographic presence. They understand agency economics. Multiples vary but typically 3x to 6x EBITDA.
Private equity: Increasingly active in the UK agency space. PE firms buy platform agencies and then bolt on smaller acquisitions. If you are the bolt-on, the process is fast but the multiple may be lower. If you are the platform, the multiple is higher but they will want you to stay and build.
Strategic buyers (non-agency companies): A brand, a tech company, or a professional services firm that wants in-house creative capability. These buyers sometimes pay above market because the acquisition has strategic value beyond the agency’s standalone performance.
Individual buyers: Less common for agencies but worth mentioning. Someone leaving a corporate role who wants to buy a business. Usually smaller deals (under £1M value).
The Negotiation Phase
Heads of Terms
Once a buyer is interested, you will agree heads of terms (also called a letter of intent). This is a non-binding document that outlines the key deal terms: price, structure, timeline, and conditions.
The critical elements:
Price and structure. How much, and how it is paid. Upfront cash, deferred consideration, and earnout. Most UK agency deals include an earnout component. The split matters enormously. 70% upfront with a 30% earnout is very different from 50/50.
Earnout conditions. What targets need to be met? Revenue? EBITDA? Client retention? Are the targets achievable if the buyer changes strategy? This is where deals get contentious. Get your solicitor to review every earnout clause.
Retention period. How long are you required to stay? In what capacity? Most agency deals require the founder to stay for 6 to 24 months. The longer the retention, the more it should be compensated.
Exclusivity. The buyer will want an exclusivity period (typically 60 to 90 days) during which you cannot talk to other buyers. This is normal. But do not agree to more than 90 days, and push for shorter if possible.
What I Wish I Had Known About Negotiation
The price you agree in heads of terms is not the price you will receive at completion. Between heads of terms and completion, the buyer will do due diligence. They will find things. Some real, some manufactured. Each finding is a potential reason to renegotiate downward.
This is normal. Expected. Part of the process. But it is emotionally brutal when you are going through it for the first time.
My advice: negotiate the best heads of terms you can, then protect that position through due diligence by having flawless documentation ready. Every question a buyer has to ask is an opportunity for them to chip away at the price. Minimise the questions by having the answers ready before they ask.
Due Diligence: Where Deals Survive or Die
Due diligence is the buyer’s deep investigation of your business. They will examine everything: financials, legal, commercial, operational, team, and clients.
Financial Due Diligence
Their accountants will review:
- 3 years of accounts
- Monthly management reports
- Revenue by client with trends
- Adjusted EBITDA calculations
- Working capital requirements
- Tax compliance
- Outstanding debts or liabilities
The common trap: Inconsistencies. If your adjusted EBITDA in the IM says £350K but their accountant calculates £290K because they disagree with your addbacks, you have a problem. Be conservative in your adjustments. It is better to undersell and overdeliver than the reverse.
Commercial Due Diligence
They will want to understand your clients:
- How long have key clients been with you?
- Are there contracts in place? What are the terms?
- Which clients are at risk of leaving?
- What is the revenue trend by client?
At some point, the buyer will want to speak to your key clients. This is one of the most delicate parts of the process. You need to tell your clients the business is being sold, and hope they react well. Most do. But it is nerve-wracking.
Operational Due Diligence
- Documented processes and SOPs
- Technology and tools used
- IP ownership (do you own the work you have created? Check your contracts)
- Insurance and compliance
- Property lease terms
People Due Diligence
- Employment contracts and terms
- Key person analysis
- Salary benchmarking
- Culture and retention risk
- Outstanding HR issues
Due diligence typically takes 6 to 12 weeks. It will feel like longer. You will be running the business and answering a constant stream of questions simultaneously. It is the hardest part of the whole process.
Completion and Beyond
Legal Completion
The final step. Share purchase agreements are signed. Money transfers. The business changes hands.
Your solicitor should be experienced in M&A. Not a general commercial solicitor. Someone who does this regularly. The share purchase agreement is a complex document with warranties, indemnities, and covenants. Every word matters.
The Transition Period
Most deals include a transition period where you continue working in the business. This can be the most difficult part. You are no longer the owner, but you are still showing up. Decisions that were yours are now someone else’s. The culture starts to shift.
My advice: agree the transition terms clearly in the heads of terms. Your role, your hours, your authority, your exit date. Do not leave it vague. Vague transition terms lead to frustration for everyone.
Life After the Sale
Nobody warns you about the emotional reality of selling. I expected relief. What I got was a strange emptiness. The arrival fallacy: you assume reaching the destination will feel like the journey promised. It does not.
The business identity you have built over a decade is gone overnight. Your days have no structure. The purpose you had yesterday does not exist today.
It passes. And what comes next can be better than what came before. But it is worth knowing that the emotional transition is as significant as the financial one.
The Timeline: What a Typical Agency Sale Looks Like
| Phase | Duration | Key Activities |
|---|---|---|
| Preparation | 12-24 months before | Fix financials, reduce owner dependency, build recurring revenue, diversify clients |
| Going to market | Month 1-2 | Engage broker, prepare IM, identify buyers |
| Initial meetings | Month 2-4 | Buyer meetings, preliminary offers |
| Heads of terms | Month 4-5 | Negotiate key deal terms |
| Due diligence | Month 5-8 | Financial, commercial, operational, legal review |
| Legal negotiation | Month 8-10 | SPA drafting and negotiation |
| Completion | Month 10-12 | Signing, money transfer, transition begins |
| Transition | Month 12-24 | Work in the business under new ownership |
Total: 18 to 24 months from going to market. Plus the preparation time before that.
Your Next Step
If selling your agency is something you are thinking about, even vaguely, the preparation starts now. Not when you have made the decision. Not when you are ready. Now.
The best thing you can do today is understand where you stand. What would a buyer see if they looked at your business right now? What would impress them? What would concern them?
I built the Agency Valuation to answer exactly that. It takes three minutes, scores your agency across four dimensions, and shows you the gaps. No cost. No pitch. Just clarity.
If you want hands-on support through the entire sale process, from preparation to completion, explore my Exit Advisory programme. Or if you want to talk it through, book a call. I have been on both sides of this process. I know what buyers look for. I know what sellers get wrong. And I will be honest with you about where your agency sits.
The founders who exit well are not the ones with the biggest agencies. They are the ones who started preparing earliest.