Selling a business should be a high point. It marks the end of years spent building something, solving problems, and pushing for growth. But getting a deal over the line is rarely simple. Beneath the excitement sit layers of risk that catch business owners off guard far more often than expected. A sale can stall, lose value, or collapse entirely when hidden issues surface at the wrong moment.
These pitfalls are avoidable, but only if you know where they hide – and how to deal with them before a buyer starts asking questions. Here’s what business owners run into most often, and how using business sale solicitors helps to keep a sale on track.
Pitfall 1: preparing too late and choosing the wrong moment
When business owners start planning a sale because revenue is dipping or circumstances have forced their hand, they begin the process on the back foot. Buyers notice when a business looks tired, stretched, or reactive. Deals built on weakness tend to end badly.
How to stay ahead: a strong sale starts when the business is performing well, not when decline has already set in. The preparation window ideally begins one to two years before going to market. That gives you time to tidy financials, strengthen management roles, and resolve lurking issues so the business looks controlled, well-run, and ready for scrutiny.
Pitfall 2: emotional pricing and unrealistic valuations
Owners often see value where the market doesn’t. Emotional attachment inflates expectations, and buyers quickly disengage when a price bears no resemblance to financial reality. Once that first impression is damaged, it is difficult to recover momentum.
How to stay ahead: an independent valuation brings the conversation back to facts – assets, turnover, profit trends, sector conditions, and risk.
Pitfall 3: messy accounts and weak record-keeping
During due diligence, nothing gets overlooked. Buyers expect clean, consistent financial data. If accounts are incomplete, inconsistent, or difficult to reconcile, confidence evaporates. It raises questions about control, competence, and unseen liabilities.
How to stay ahead: treat your records as a showcase. Buyers want several years of well-maintained data that tells a clear story of performance. Accurate accounts reduce friction, limit queries, and help deals progress far more smoothly.
Pitfall 4: a business that relies too heavily on its owner
Buyers want a functioning business, not a structure that collapses the moment the owner steps away. If you hold all the relationships, make all the decisions, or control essential knowledge, the buyer sees risk – and risk reduces value.
How to stay ahead: work towards making yourself optional. Delegate effectively, document core processes, and build a management structure that operates without constant input from you. A business that can run independently makes buyers far more comfortable and increases its value.
Pitfall 5: unresolved legal issues and weak contracts
Pending disputes, missing agreements, problems with intellectual property ownership, or vague or outdated contracts all resurface during due diligence. When they do, negotiations slow down and buyers start looking for exits or discounts.
How to stay ahead: legal housekeeping needs to come early. Commercial lawyers can carry out a full review before the sale process begins, identifying contract gaps, transferability issues, property lease complications, employment concerns, and anything else that may alarm a buyer. Problems resolved before disclosure never become bargaining chips.
Do I need a lawyer to sell my business?
There’s no legal rule saying you must have one, but going through a sale without specialist advice puts you at a major disadvantage – especially when the buyer has a legal team acting for them.
A business sale involves detailed contracts, warranties, disclosure exercises, negotiations, and risk allocation. Every misstep has financial consequences long after completion. A lawyer guides you through the process, protects your position, and prevents avoidable liabilities from landing on your desk in the future.
By putting these preventative steps in place and working with a lawyer who specialises in business sales, you give yourself a far stronger chance of the deal progressing smoothly and ending on terms that work for you.
