United Kingdom guides

What does a business transfer agent do in the UK?

A business transfer agent is the UK's usual name for a business broker: an intermediary who sells a business on its owner's behalf. The work runs from valuing the business and writing the sales memorandum, through advertising it without naming it, screening enquiries and releasing information in stages, to negotiating the offer and holding the deal together to completion. No licence is required to do this work in the UK and no regulator keeps a register of who does it, so the written agreement and the agent's own track record are the checks that matter. A transfer agent is not your solicitor or your accountant, and does not advise on tax.

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

A business transfer agent sells a business on its owner's behalf: valuing it, writing the document buyers make their decision from, advertising it without naming it, screening enquiries, and negotiating through to completion. "Business transfer agent" and "business broker" mean the same thing in the UK. No licence is required to do the work, and no regulator keeps a register of who does it — so the written agreement, the references and the track record are your only real checks.

What an agent is permitted to do and what the job actually involves week to week are two different questions. This page covers both, starting with the work.

Value the business and set an expectation

The first piece of work is a number. An agent normalises two to three years of earnings — adding back an above-market or below-market director's salary, one-off costs, personal expenses run through the company, a family member on the payroll who will not come with the sale — and applies a multiple drawn from what comparable businesses have sold for. The output is an indicative figure for marketing purposes, not a formal valuation: a valuation prepared for a lender, a divorce settlement or HMRC is a different document written to a different standard. Our guide to how much your business is worth sets out the arithmetic, and multiples by industry explains why the multiple moves.

The trade-off is the agent's incentive. A valuation is usually the opening step towards an instruction, and a figure pitched to win your business is not the same as a figure pitched to sell it. Solicitors who act on business sales advise asking for the valuation in writing, asking which comparable deals it rests on, and asking who inside the firm prepared it and what they are qualified in — junior staff often take over after the senior partner has signed you up.

Build the sales memorandum

Buyers do not buy from an advert. They buy from a document — the sales memorandum, also called an information memorandum or IM — that explains what the business does, who its customers are, how it makes money, what the owner does day to day, and what a buyer would be taking on. Assembling it is the least glamorous and most useful thing an agent does, because it forces your records into a form a stranger can assess.

Alongside it sits the document set the buyer's accountant and solicitor will ask for: three years of statutory accounts and up-to-date management accounts, Company Tax Returns and VAT returns, PAYE and pension records, the lease, key customer and supplier contracts, intellectual property registrations, and any licences the business trades under. The trail should exist — a limited company must keep its accounting records for six years from the end of the financial year they relate to — but it usually needs pulling together. An agent who starts gathering these after an offer arrives has left the hardest part until it does the most damage. How to sell a business in the UK lists the wider sequence.

Market the business without naming it

Almost every business sale is advertised anonymously at first. The listing gives the sector, the region, the turnover band and the profit, but not the trading name or the address — because staff, customers, landlords, suppliers and competitors learning that a business is for sale can damage it before it ever sells. Managing that tension is core agent work: enough detail to attract a genuine buyer, not enough to identify the business.

In practice that means writing the anonymous teaser, placing it on the business-for-sale portals, running it past the agent's own buyer list, and handling the replies. Nothing in UK law requires your written consent before an agent advertises. The nearest thing is a voluntary code: members of the Institute of Transaction Advisers & Business Brokers (iTABB) must act in accordance with their client's instructions, be transparent about the work and its costs, and obtain the client's written approval before incurring expenses that will be passed on. Ask who pays for portal listings and marketing, and whether that sits inside the fee or on top of it.

Screen buyers and release information in stages

Most enquiries on a business listing are not buyers. They are competitors, browsers, and people who will never assemble the funds. Filtering them is where an agent earns a large part of the fee: giving a price expectation early and watching the reaction, asking how a purchase would be funded, and getting a non-disclosure agreement signed before anything confidential leaves the building.

Information then comes out in tiers. The anonymous teaser is public. The sales memorandum and headline financials go to a buyer who has signed an NDA. Named customer contracts, supplier pricing and identified employee records wait until that buyer has made an offer and shown they can fund it.

The last of those has a UK-specific edge. Employee and customer records are personal data, and the Information Commissioner's Office expects data sharing to be planned as part of due diligence rather than improvised: apply the data protection principles, share no more than is needed, and decide in advance when and how the people concerned will be told. The practical effect is that staff data should be anonymised or aggregated in the early rounds and identified only late, which is exactly how a permissioned data room is meant to be used — access granted and withdrawn per buyer, per document.

Negotiate, and hold the deal together to completion

Once an offer arrives, the role changes from marketing to deal management: relaying and testing offers, agreeing heads of terms, structuring price and payment — deposit, deferred consideration, any earn-out, restrictive covenants, how long you stay on to hand over — and keeping both sides talking through due diligence, when the buyer's accountant starts finding things. Most sales that collapse collapse here, not at the offer stage.

The agent also coordinates everyone else: your solicitor and accountant, the buyer's advisers, the landlord whose consent a lease assignment needs, the buyer's lender, and whoever handles employees. Where the deal is an asset sale rather than a share sale, TUPE usually applies and staff transfer automatically on their existing terms; Acas guidance notes that TUPE is not likely to apply to a transfer of shares, because the employer does not change. That distinction has to be settled before heads of terms are signed, not after.

What a business transfer agent does not do

• They are not your solicitor. The share purchase agreement or asset purchase agreement, the warranties, the disclosure letter that limits your liability after completion, the lease assignment and the restrictive covenants are legal documents, and an agent drafting or advising on them is outside their lane. Instruct a corporate solicitor separately.
• They are not your accountant. Normalising earnings for a sales memorandum is not advice on Capital Gains Tax, on whether Business Asset Disposal Relief applies to you — it taxes qualifying gains at 18% for disposals from 6 April 2026 — or on whether an asset sale meets the conditions for a transfer of a business as a going concern, which is what keeps VAT off the price.
• They do not choose your structure. A share sale and an asset sale are taxed differently, leave different liabilities behind, and treat employees differently. That decision belongs to your accountant and solicitor, and it is worth taking before you go to market rather than during negotiations.
• They do not guarantee a sale, or a price. An agent sells a business at what the market will pay for it, and a signed agreement is not a buyer.
• They do not carry out the buyer's due diligence, or stand behind your figures. A competent agent sanity-checks what it publishes, but the buyer still checks, and the warranties you give in the contract are yours, not the agent's.

Nobody licenses a business transfer agent

The law people assume covers this is the Estate Agents Act 1979. It does not. Section 1 applies to things done on instructions from someone who wishes to dispose of or acquire an interest in land, and section 2 defines that as a freehold, or a lease with capital value. Selling a business's goodwill, stock and trading assets is not an interest in land, so an agent doing only that sits outside the Act altogether. If the sale also includes the freehold, or a lease with a capital value that could lawfully be realised on the open market, that part of the work is estate agency work and the Act applies to it. A lease at a full market rent with no realisable capital value is not an interest in land for the Act's purposes either, so it does not pull the sale in.

Even inside the Act there is no licence. The scheme runs the other way round: section 3 lets the lead enforcement authority make an order prohibiting a person it finds unfit from doing estate agency work, with a criminal offence for breaching it. That is a power to ban, not a gate to pass. And the compulsory redress-scheme duty added by the Consumers, Estate Agents and Redress Act 2007 — section 23A of the 1979 Act — applies only to estate agency work "in relation to residential property". Business transfer work is nowhere near it.

If you have read Australian guidance on this question, that is the point of difference. In the Australian states and territories a business broker generally must hold a licence — usually the same real estate or estate agent licence used to sell property — and it appears on a public register. The UK has no counterpart to that licence, no register of business transfer agents, and no equivalent of the Australian Institute of Business Brokers' code of conduct or its complaints path. None of it binds a UK agent, and a UK seller who screens agents against it will reject perfectly lawful firms while missing the checks that do apply.

There is one place authorisation can bite. If your business is a limited company sold by share sale, arranging and advising on it touches activities regulated under the Financial Services and Markets Act. Article 70 of the Regulated Activities Order then takes most whole-company sales back out again: the exclusion covers dealing, arranging deals and advising, where the shares carry 50% or more of the votes — or the object of the deal can reasonably be regarded as acquiring day-to-day control — and the parties are bodies corporate, partnerships, individuals or a connected group of them. That is why most business transfer agents are not FCA-authorised and do not need to be. Firms that also advise on minority stakes or raise capital usually are, and FCA authorisation is checkable on the public Financial Services Register.

What you can actually check, and what it proves

The iTABB code is worth reading even if your agent is not a member, because it is a usable list of things to ask for: fees, prices and terms made clear in advance; written approval before expenses are charged on; disclosure of any financial interest in a firm the agent recommends; no conflicting engagements without full disclosure; professional indemnity insurance; and a stated route for complaints and escalation. Membership is voluntary, but the obligations are reasonable to require of anyone.

What it costs, and how long it takes

Fees come in two broad shapes: a retainer or instruction fee plus a lower success fee, or no upfront fee at all in exchange for a higher success fee on completion. Reported UK ranges put success fees on smaller sales at roughly 3% to 10%, with some agents charging up to 15%, falling to around 2% to 3.5% on £10m–£20m deals and 0.5% to 1% above £20m. Retainers run from under £5,000 to around £70,000. The clauses that cost sellers money are not the headline percentage but the tie-in period, the minimum fee and the withdrawal charge — business transfer agent fees in the UK covers those in full, and that conversation belongs before you sign, not after.

On timing, six to twelve months from instruction to completion is the usual UK range: around four to six weeks preparing and valuing, two to four months marketing and finding a buyer, two to three months on negotiation and due diligence, and four to eight weeks on the legal work. Well-prepared businesses run faster; anything with a messy lease, tangled ownership or a consent to obtain runs longer.

Do you need one?

That is a separate question from what they do. Selling a small, simple, owner-run business to a buyer you already know is a very different task from taking a £3m company to market confidentially against a field of trade buyers. If you are leaning towards appointing someone, get the valuation in writing, get the fee and the tie-in in writing, and take references you chase yourself. And settle the tax position early — whether you qualify for Business Asset Disposal Relief can move your net proceeds more than a point or two of commission ever will.

Sources

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

• "Estate agency work" under the Estate Agents Act 1979 s.1 means things done in the course of a business on instructions from a client who wishes to dispose of or acquire an interest in land — it does not extend to the sale of a business's goodwill or trading assets. — legislation.gov.uk — Estate Agents Act 1979, s.1
• Section 2 of the Estate Agents Act 1979 defines disposing of an interest in land as transferring a legal estate in fee simple absolute in possession, or transferring or creating a lease which, by reason of the level of the rent, the length of the term or both, has a capital value which may be lawfully realised on the open market (with a separate limb for Scotland), excluding creditors' interests secured by mortgage or charge. — legislation.gov.uk — Estate Agents Act 1979, s.2
• The Estate Agents Act 1979 is not a licensing scheme: s.3 empowers the lead enforcement authority to make an order prohibiting a person found unfit from doing any estate agency work, or estate agency work of a specified description, with breach of the order a criminal offence punishable by fine. — legislation.gov.uk — Estate Agents Act 1979, s.3
• The compulsory redress-scheme duty in s.23A of the Estate Agents Act 1979 applies to "persons who engage in estate agency work in relation to residential property" — so it does not cover business transfer work or commercial-only agency. — legislation.gov.uk — Estate Agents Act 1979, s.23A
• Section 53 of the Consumers, Estate Agents and Redress Act 2007, headed "Membership of redress schemes", gives effect to Schedule 6, which inserts the redress-scheme provisions (ss.23A–23C) into the Estate Agents Act 1979. — legislation.gov.uk — Consumers, Estate Agents and Redress Act 2007
• Article 70 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 excludes activities of the kinds specified by articles 14, 21, 25(1) and (2), 53 and 55A (dealing as principal, dealing as agent, arranging deals, advising on investments and providing targeted support) where a transaction in shares of a body corporate involves 50 per cent or more of the voting shares, or the object of the transaction may reasonably be regarded as the acquisition of day-to-day control, and the parties are bodies corporate, partnerships, single individuals or a group of connected individuals. — legislation.gov.uk — Regulated Activities Order 2001, art.70
• The FCA states that corporate finance firms provide services including advising on and arranging deals relating to mergers, acquisitions and disposals of businesses and stakes in businesses, and that firms carrying on those regulated activities require FCA authorisation. — Financial Conduct Authority
• The Financial Services Register is a public record of firms and individuals that are, or have been, authorised by the FCA or PRA, and can be searched by anyone at register.fca.org.uk. — Financial Conduct Authority
• Anyone can get information about a UK company free of charge from the Companies House register, including registered address and date of incorporation, current and resigned officers, document images, mortgage charge data, previous company names and insolvency information. — GOV.UK (Companies House)
• A limited company must keep accounting records covering all money received and spent, assets and liabilities, stock at year end, and goods bought and sold, together with supporting receipts, invoices and bank statements, for 6 years from the end of the last company financial year they relate to. — GOV.UK
• Business Asset Disposal Relief applies a Capital Gains Tax rate of 18% on qualifying gains for disposals from 6 April 2026 (14% between 6 April 2025 and 5 April 2026, and 10% on or before 5 April 2025). — GOV.UK (HMRC)
• For an asset sale to be treated as a transfer of a business as a going concern and so fall outside the scope of VAT, the assets must be sold as part of the transfer, the buyer must intend to use them to carry on the same kind of business, the buyer must be or become a taxable person where the seller is one, any part sold must be capable of operating separately, and there must be no series of immediately consecutive transfers. — GOV.UK / HMRC (VAT Notice 700/9)
• TUPE applies to a business transfer where the employer changes, its main assets transfer to a new employer and the business activities stay the same or similar; Acas states TUPE is not likely to apply to a transfer of shares or equipment only. — Acas
• The ICO expects organisations sharing personal data following or during a merger or acquisition to consider the data sharing as part of their due diligence, to comply with the data protection principles including lawfulness, fairness and transparency, to apply data minimisation, and to decide when and how data subjects will be informed. — Information Commissioner's Office
• There is currently no UK regulatory body covering the work of business transfer agents and business brokers specifically; iTABB operates a voluntary code of conduct whose members must make fees, prices and terms clear in advance, obtain written client approval before incurring expenses charged on to the client, disclose any pecuniary interest in a recommendation, avoid conflicting engagements without full disclosure, hold adequate professional indemnity and public liability insurance, and offer a clear route for complaints and escalation. — iTABB — Institute of Transaction Advisers & Business Brokers (UK)
• iTABB states that no UK regulatory body covers the work of business transfer agents and business brokers specifically, other than bodies such as the FCA that regulate a wider sphere of activity which may overlap with services those agents provide; the FCA, ICAEW and SRA are the relevant regulators for adjacent transaction work. — iTABB — Institute of Transaction Advisers & Business Brokers (UK)
• Reported UK intermediary fee norms: upfront retainers ranging from below £5,000 up to around £70,000; success fees of 3%–10% for small businesses with some brokers charging up to 15%; around 2%–3.5% for £10m–£20m companies; and 0.5%–1% for businesses over £20m. Legal fees of at least 1% of the price and specialist accounting fees of 0.5%–1% are also typical. — Forbes Burton
• Most UK businesses take between six and twelve months to sell from initial instruction to completion, split roughly into 4–6 weeks of preparation and valuation, 2–4 months of marketing and finding buyers, 2–3 months of negotiation and due diligence, and 4–8 weeks of legal completion. — BTG Eddisons Business Sales
• Solicitors advising on business sales warn that the business-broking industry is unregulated, and recommend asking for fees and valuations in writing, checking who inside the firm will actually handle the sale, confirming the valuer's qualifications, asking about the marketing plan and who pays for it, and taking up references with past clients directly. — The Jonathan Lea Network (solicitors)

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