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What documents do I need to sell my business in the UK?

A UK buyer's advisers work through four groups of paperwork: financial records (filed and full accounts, management accounts, tax and VAT returns, payroll), company records and statutory books, operational records (asset registers, insurance, supplier and utility accounts, stock) and legal documents (the lease, customer and employee contracts, licences, intellectual property). Nothing in UK law makes you give a buyer a prescribed pre-sale disclosure statement — the buyer's protection is contractual, through warranties in the sale agreement and the disclosure letter you write against them. Two clocks run on their own timetable: where TUPE applies, employee liability information must reach the new employer at least 28 days before the transfer, and a VAT registration only moves if the buyer applies online to keep it and both parties then sign and send form VAT68 to HMRC. After completion you keep your own records, and the periods differ by tax: 6 years for company and accounting records, at least 5 years after the 31 January deadline for sole traders, 6 years for VAT and minimum wage records, 3 years for PAYE.

By the bizflip team · Published 15 September 2026 · Facts checked 15 September 2026 · Sources listed below

There is no official checklist, because selling a business is a commercial transaction rather than a regulated filing. What exists instead is a predictable set of documents a buyer's solicitor and accountant will ask for, a handful of consents only third parties can give, and records you must keep whether or not anyone asks. This page covers all three.

The four groups a buyer's advisers work through

Due diligence is the buyer's formal check of what they are actually buying, and it arrives in stages — broad requests first, then specific ones. In the UK the requests sort into financial records, the company's own statutory records, operational records and legal documents. The order matters less than the gaps: a missing document becomes a question, and an unanswered question becomes a price reduction or a condition in the contract.

Financial records

• Statutory accounts for the last three years, plus the full accounts rather than only the version filed at Companies House.
• Management accounts up to the most recent month, and the reconciliation between them and the last set of statutory accounts.
• Corporation Tax returns and computations, or Self Assessment returns if you trade as a sole trader or partnership.
• VAT returns and the VAT account, plus any correspondence with HMRC about an enquiry or compliance check.
• Payroll records: RTI submissions, PAYE, pension contributions and auto-enrolment records.
• Bank statements, and details of loans, overdrafts, invoice finance and asset finance.
• Aged debtors and creditors, with a view on what is genuinely collectable.
• Forecasts and the assumptions behind them, and a schedule of any adjustments you are asking the buyer to accept — owner's remuneration, personal costs run through the business, one-off items.

Expect the filed accounts to be the starting point rather than the evidence. Small and micro-entity companies have been able to file less than they prepare, so a buyer who has pulled your filing history has seen a balance sheet and little else. That is changing, though less than it sounds: Companies House has confirmed that from April 2028 small and micro-entity companies must file a profit and loss account, abridged accounts will no longer be an option, and all accounts must be filed in iXBRL format using commercial software, with the web and paper filing routes closed for accounts filings. Small companies and micro-entities will be able to opt out of publishing the profit and loss account on the public register, so filing it does not mean a buyer can see it. Until then, assume the buyer wants the full accounts and the management information behind them, and that anything you decline to show gets priced as a risk.

Company records and statutory books

On a share sale the buyer is acquiring the company itself, so the company's own records become part of the asset. GOV.UK's list of what a limited company must keep covers shareholder details and voting records, debentures, indemnities, share transactions, and loans and mortgages secured against company assets, alongside the accounting records. A register of members that has not been written up since incorporation is one of the more common and more tedious delays in an SME deal, because the chain of share transfers has to be reconstructed before shares can cleanly transfer. The directors, secretary and PSC information is a different exercise: since 18 November 2025 it lives only at Companies House, so what a buyer checks is whether the public record is accurate and up to date.

• Certificate of incorporation, articles of association, and any shareholders' agreement.
• Register of members (shareholders) — the one company register you must still keep yourself, at your registered office or SAIL address. Since 18 November 2025 companies no longer keep their own registers of directors, directors' residential addresses, secretaries or people with significant control: that information now sits only at Companies House, so the job is checking the public record matches your paperwork rather than writing up a book.
• Board and shareholder minutes, and any written resolutions.
• Share certificates, stock transfer forms and evidence of any past share issues or transfers.
• Details of any charge registered against the company, and of any that has been repaid.
• Directors' loan account balances, and anything that mixes personal and company money.

Operational records

• An asset register for tangible assets — plant, equipment, vehicles — with description, purchase date, price and current value, and a note of what is owned outright versus financed or leased.
• An asset register for intangibles: registered trade marks, domain names, software licences, copyright in anything the business sells.
• Insurance schedules for each policy, with premiums and claims history.
• Supplier accounts and contracts, and utility accounts with recent bills.
• A stock list, with an honest view of what is obsolete or unsellable.
• Health and safety documents: risk assessments, policies, accident records, and any inspection or enforcement correspondence.
• Customer and pipeline information, prepared so it can be shared in stages rather than all at once.
• Standard operating procedures, staff handbook and anything that shows the business can run without you.

Legal documents, and the consents you cannot give yourself

Read every contract before you hand it over, and check whether it can actually be transferred. A contract that cannot be assigned, or that lets the counterparty walk away on a change of control, is not the asset your asking price assumes it is — and finding that out during due diligence is worse than finding it out now.

• The lease for your premises, with the assignment and change-of-control provisions read carefully. If the lease needs the landlord's consent to assign, the Landlord and Tenant Act 1988 requires the landlord to give it within a reasonable time except where it is reasonable to refuse, and to serve written notice of the decision — but "a reasonable time" is not a date you can put in a completion timetable, so apply early.
• Customer and supplier contracts, with remaining term and value, and any change-of-control clause flagged.
• Employment contracts, written statements of particulars, and details of pay, pensions, benefits and any live disciplinary or grievance matter.
• Any franchise agreement, and what it says about transfer and franchisor approval.
• Intellectual property: trade mark registrations, assignments from any contractor who built something you now sell, and licences in and out.
• Licences and permits, with evidence that each is current.
• For premises you own freehold, the title documents; and for any sale or letting of the premises, including assigning your lease, an Energy Performance Certificate — a seller or landlord must give a prospective buyer or tenant an EPC free of charge at the earliest opportunity, and one is still valid if it is no more than 10 years old.

Licences need a decision each: transfer, or cancel and have the buyer apply afresh. GOV.UK's licence finder covers around 450 licences, permits and certifications and filters by activity and by nation, which is the practical place to check what your business actually holds. The timetable depends entirely on which licence and which authority. A licensed premises is the clearest example: under the Licensing Act 2003 a premises licence is transferred by applying to the licensing authority with the current holder's consent, and the police have 14 days from being notified to object.

What a buyer looks up without asking you

Some of your due diligence file is already public. Your Companies House record shows the filing history, the directors, the people with significant control, and any charge registered against the company: a charge must be delivered to Companies House within 21 days beginning the day after it was created, and the certified copy of the instrument appears on the public record. Worth knowing before a buyer raises it — you do not have to tell Companies House when a charge has been paid off, so a repaid loan can sit on your record looking live for years. Filing form MR04 clears it. Companies have their charges on that register; for an unincorporated business there is no single equivalent register a buyer can search — only narrow ones, such as bills of sale, the Victorian mechanism by which an individual gives security over goods for money borrowed, which are registered and searchable at the Royal Courts of Justice. That cuts both ways: a buyer of a sole trader's business will ask you directly and will want the answer in writing.

There is no UK vendor's disclosure statement

No UK statute makes a business seller give the buyer a prescribed disclosure document before contract, or makes the contract voidable for failing to. There is no compulsory pre-sale vendor's statement in the UK at all, so if you have gone looking for one, you will not find it. The protection a UK buyer gets is contractual instead: warranties in the share or asset purchase agreement are statements about the business the seller stands behind, and the disclosure letter is where the seller lists the exceptions. How much detail a disclosure needs is set by the sale agreement, not by law. The agreement's disclosure standard is the clause to read first: a requirement that matters be disclosed fully, clearly and accurately demands far more than one that asks only that they be disclosed. Where that wording sits in the agreement matters too: in Infiniteland Ltd v Artisan Contracting Ltd [2005] EWCA Civ 758 the Court of Appeal held that the standard turns on the words the parties used, and declined to read a separate "fully, clearly and accurately" warranty into the clause that qualified the warranties by the disclosure letter. Negotiate that wording knowingly, because the disclosure letter is the document that most directly limits what you can be sued for after completion. It takes real work, usually with a solicitor, and it is built from the file described on this page.

Employee documents, and TUPE's 28-day clock

Where the deal is structured so that TUPE applies — typically an asset sale of a business that keeps its identity, rather than a share sale where the employer does not change — the seller has a documentary duty on its own timetable. Employee liability information must reach the new employer at least 28 days before the transfer date, and covers each transferring employee's name and age, their written statement of employment particulars, disciplinary and grievance records or live cases from the last two years, collective agreements, any claim brought against you by an employee in the last two years, and any claim you believe an employee might bring as a result of the transfer. Get it wrong and the new employer can claim at an employment tribunal, with an award of at least £500 for each employee where information was missing or inaccurate. Note the direction of travel: this is the seller pushing information to the buyer before completion, not the buyer requesting records afterwards. How to sell a business in the UK sets out how the share-versus-asset choice drives whether TUPE applies at all.

Tax, VAT and the registrations that move

An asset sale can attract VAT unless it qualifies as a transfer of a business as a going concern, in which case no VAT is charged. HMRC's conditions include that the assets sold are used by the buyer to carry on the same kind of business as the seller, that where the seller is a taxable person the buyer is already a taxable person or becomes one as a result of the transfer, that there is no significant break in the normal trading pattern, and that the sale is not one of a series of immediately consecutive transfers; where land is involved, the buyer's option to tax matters too. This is a test to run before completion with your accountant, not a status to assume.

Two documentary consequences follow. First, on a going-concern transfer the seller keeps the business records unless the VAT registration number is transferred as well — but must still make available to the buyer the information the buyer needs to meet its own VAT obligations. Second, the VAT number only moves if both of you agree to it, and the transfer takes two steps rather than one. The buyer applies online for VAT registration for the new owner, selecting a transfer of a going concern as the reason for registering and answering yes to keeping the existing VAT registration number; both of you must then complete and sign form VAT68 and send it to HMRC, by email to btc.changeoflegalentity@hmrc.gov.uk quoting the online application reference, or by post to BT VAT, HM Revenue and Customs, BX9 1WR. HMRC cannot transfer the number unless the buyer has completed that online application. The seller does not file a VAT7 to cancel — HMRC treats the VAT68 as the request to cancel the previous registration. The buyer takes responsibility for any VAT the seller still owes, and must set up a new direct debit because the seller's does not carry over; if the buyer wants to keep the seller's accountant, they need to tell HMRC within 21 days of the transfer application. Once the number has been transferred the transfer cannot be undone. If the number is not moving, you must cancel your own registration within 30 days of ceasing to be eligible or you may face a penalty. Sole traders and partners also have to tell HMRC they have stopped trading and file a final Self Assessment return. On the tax on the gain itself, see selling a business and Business Asset Disposal Relief — the reliefs that exist have their own conditions and timing.

What you keep after completion

Selling does not end your record-keeping obligations, and the UK has no single retention period. Five different rules apply to five different kinds of record, and they run from different start dates.

The practical read is that the file you assemble for the sale is largely the file you keep afterwards, for six years in most cases, and that you should agree in the contract who holds the originals and how each side gets access to them.

One obligation runs the other way. Customer and staff personal data being transferred with the business is data sharing in its own right: the Information Commissioner's Office treats a merger, acquisition or other change in organisational structure that moves data to a different controller as a change that needs due diligence of its own, including establishing what is being transferred and the lawful basis for transferring it, and telling individuals their data has moved. Personal data you are not transferring and no longer need should be securely deleted rather than left on a drive, and the data room used during the sale needs per-person access rather than an open link.

Where to start

Almost everything on this page is a document you are already required to hold. The exercise is less about producing new paperwork than about finding the gaps: the lease with no assignment clause, the expired licence, the statutory register last updated three directors ago, the key customer on a handshake rather than a contract. Those take weeks to fix and are far cheaper to fix before a buyer finds them. Start the file when you start thinking about selling, keep it in a data room with staged access rather than an email thread, and treat each item you cannot produce as something to either fix or disclose.

Sources

Every load-bearing claim in this guide, and where it comes from:

• A limited company must keep records of shareholder details and voting, debentures, indemnities, share transactions and loans and mortgages secured against company assets, plus accounting records, and "You must keep records for 6 years from the end of the last company financial year they relate to" — longer where a transaction spans more than one accounting period, an asset is expected to last beyond, the return was filed late, or HMRC has opened a compliance check. — GOV.UK
• From 18 November 2025 "there's no longer a requirement for companies to hold registers of: directors (or the equivalent of directors), directors' (or equivalent) residential addresses, secretaries, people with significant control (PSCs)" — that information is instead reported to and held on the central registers at Companies House. Companies "must still hold a register of shareholders (members) either at the company's registered office address, or single alternative inspection location (SAIL)", and it is no longer an option for a private company to keep its register of members on the central register at Companies House. — GOV.UK / Companies House
• Self-employed and partnership records for Self Assessment: "You must keep your records for at least 5 years after the 31 January submission deadline of the relevant tax year." — GOV.UK
• "Generally, you must keep all your business records for VAT purposes for at least 6 years." — HMRC (VAT Notice 700/21)
• You must cancel a VAT registration if you are no longer eligible, including where you have sold the business and the new owner is not keeping the VAT registration number; "You must cancel within 30 days if you stop being eligible or you might be charged a penalty", and you must keep all VAT records for 6 years after cancellation takes effect. — GOV.UK
• PAYE records: "Your records must show you've reported accurately, and you need to keep them for 3 years from the end of the tax year they relate to." — GOV.UK
• Employers must keep National Minimum Wage records "for at least 6 years" where they were created on or after 1 April 2021, or still had to be kept on 31 March 2021 under the previous 3-year rule. — GOV.UK
• Under TUPE the old employer must give the new employer employee liability information — name, age, written statement of employment particulars, disciplinary and grievance records or ongoing cases from the last 2 years, collective agreements, claims brought against the old employer by an employee in the last 2 years and any claim the old employer believes an employee might bring as a result of the transfer — "at least 28 days before the transfer date"; a tribunal award for failure or inaccuracy "could be at least £500 for each employee" affected. — Acas
• Acas: TUPE applies to a business transfer where "the employer changes", "its main assets transfer to a new employer" and "business activities are the same as or similar to before the transfer"; "TUPE is not likely to apply if it's a transfer of shares or equipment only." — Acas
• TOGC conditions at paragraph 1.4 for a transfer to be outside the scope of VAT: "the buyer must intend to use the assets in carrying on the same kind of business as the seller", "where the seller is a taxable person, the buyer must be a taxable person already or become one as the result of the transfer", "there must not be a series of immediately consecutive transfers of the business", and, for standard-rated land or buildings, the buyer's option to tax notified to the seller and not disapplied; paragraph 2.2.7 adds the trading-pattern condition: "There must be no significant break in the normal trading pattern before or immediately after the transfer." Section 10 of the same notice "has force of law" and provides: "Form VAT68 must be completed with an application to register for VAT, if the seller and buyer of a business want to apply to transfer a VAT registration number" — so the alternative-sounding sentence still carried in paragraph 3.3 ("The transfer of a VAT registration number can be requested using HMRC online services or by completing form VAT68") is superseded by section 10 and by the current form VAT68 (HMRC 05/26), both of which require the form alongside the online application rather than instead of it. Paragraph 3.3 also provides: "In certain circumstances the buyer can apply to keep the seller's VAT registration number. As part of that application both the seller and the buyer must agree to the consequences of reallocation." Paragraph 3.4: "The seller of a business (or part business) sold as a TOGC retains the business records, unless the VAT registration number is also transferred", but the seller must make available to the buyer the information the buyer needs to comply with its VAT duties. — GOV.UK / HMRC (VAT Notice 700/9)
• To transfer a VAT registration number on a business purchase, "you and your seller must complete form VAT68" and "register for VAT as the new business owner"; this page still describes the form as printed, filled in and posted to HMRC, though the current version of the form itself also gives an email route. "HMRC will treat the form VAT68 as the seller's cancellation and transfer to you. They do not need to fill in form VAT7." The seller must cancel their direct debits and give their VAT records to the buyer; the buyer must set up new direct debits, and must contact HMRC within 21 days of the transfer application if they want to keep the seller's accountant. — GOV.UK
• Form VAT68 (footer "HMRC 05/26") requires both steps, not a choice: "Complete this form and apply online for VAT registration for the new owner or entity"; "When you complete your online VAT application, select TOGC as your reason for registering and select 'Yes' to keep the existing VAT registration number"; "We cannot transfer the VAT registration number unless the new owner has completed the application." The previous owner "should not complete a VAT7 to cancel their VAT registration" and "should use form VAT68 instead"; "When the VAT registration number has been transferred, the transfer cannot be undone." The new owner takes responsibility for any VAT the previous owner still owes and "must set up a new Direct Debit (existing ones do not transfer)". Send the completed, signed form by email to btc.changeoflegalentity@hmrc.gov.uk with the online application reference starting VRS, or by post to BT VAT, HM Revenue and Customs, BX9 1WR. — GOV.UK / HMRC (form VAT68)
• A charge must be delivered to Companies House within 21 days beginning the day after the charge was created; a certified copy of the instrument "will be shown on the company's public record"; and "You do not have to tell us when a charge is satisfied - but any satisfied charges left outstanding on our records could have a negative effect on your company" (form MR04). — GOV.UK / Companies House
• The accounts reforms "will now come into effect from April 2028, rather than April 2027": small companies and micro-entities must file profit and loss accounts with Companies House "but with the option to opt out of publishing this information on the public register", abridged accounts will no longer be available, and "From April 2028, we will require all UK registered companies to file their accounts in Inline eXtensible Business Reporting Language (iXBRL) format by using commercial software. From this date, our web and paper-based filing systems will be closed for accounts filings." — GOV.UK / Companies House
• Section 1 of the Landlord and Tenant Act 1988: where a tenant applies in writing for consent to assign, the landlord owes a duty within a reasonable time to give consent, except where it is reasonable not to, and to serve written notice of the decision on the tenant. — legislation.gov.uk
• Transfer of a premises licence under the Licensing Act 2003: application is made to the relevant licensing authority, the current holder's consent must be given (or the applicant must show reasonable steps to obtain it), notice must be given to the chief officer of police, and the police objection notice must be given "within the period of 14 days beginning with the day on which he is notified of the application". — legislation.gov.uk
• GOV.UK's licence finder is a searchable service covering around 450 licences, permits and certifications, filterable by nation (England, Wales, Scotland, Northern Ireland) and by business category. — GOV.UK
• On the sale or let of a non-dwelling the seller or landlord ("the relevant person") must make an EPC "available free of charge" "at the earliest opportunity"; "The sale of an interest in the building must be treated as the same as the sale of the building itself and an EPC will be required for the assignment of a lease", and sub-letting also requires one; "EPCs are valid for 10 years" and "A new EPC is not required each time there is a change of tenancy, or the property is sold, provided it is no more than 10 years old." — GOV.UK
• The King's Bench Division of the High Court, based at the Royal Courts of Justice, Strand, London WC2A 2LL, handles "registration and satisfaction of 'bills of sale'", so these are recorded and searchable there rather than on any general register of security over unincorporated businesses. — GOV.UK / HM Courts and Tribunals Service
• The Bills of Sale Act (1878) Amendment Act 1882 governs bills of sale given by way of security for the payment of money: section 3 construes the Act as one with the Bills of Sale Act 1878 and excludes documents under section 4 of the principal Act that are given otherwise than by way of security, so a security bill of sale is the mechanism by which an individual gives security over goods for money borrowed. — legislation.gov.uk
• You must tell HMRC if you have stopped trading as a sole trader or are ending or leaving a business partnership, and send a Self Assessment tax return before the deadline. — GOV.UK
• The ICO's data sharing code treats a merger, acquisition or other change in organisational structure that means data must be transferred to a different or additional controller as data sharing requiring due diligence — including as part of a takeover, or where on insolvency data is sold as an asset to a different legal personality — covering the purposes for which the data was originally obtained, the lawful basis for sharing it, documenting the sharing, and informing individuals about what is happening to their data. — Information Commissioner's Office
• Infiniteland Ltd v Artisan Contracting Ltd [2005] EWCA Civ 758 (Court of Appeal, 22 June 2005): the standard of disclosure required against warranties is set by the words the parties chose. Clause 7.1.9 of the agreement in suit warranted that the Disclosure Letter and accompanying documents "fully, clearly and accurately disclosed every matter to which they related", but Chadwick LJ declined to read that separate and distinct warranty into the "save as set out in the Disclosure Letter" qualification in clause 7.1.8 — which is where the judge below had gone wrong: "He took that view by reading into clause 7.1.8 the words of clause 7.1.9" (para 65) — and held that the respondents' challenge to the judge's finding of inadequate disclosure "is entitled to succeed" (para 68). "The adequacy of the disclosure in the present case must be measured against the requirements of the share sale agreement into which these parties have entered; not against the requirements of a different agreement in another case" (para 69), the contrast drawn at that paragraph being with the "fairly disclosed (with sufficient details to identify the nature and scope of the matter disclosed)" wording of clause 7.7 of the agreement considered in New Hearts. On the wording actually before the court, "the disclosure requirement was satisfied in relation to such matters as might fairly be expected to come to the knowledge of the reporting accountants" from their examination, in the ordinary course of the due diligence exercise, of the documents and written information supplied to them (para 70). — The National Archives, Find Case Law (England and Wales Court of Appeal)

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