You've spent a career building it. The difference between a good exit and a great one is set in the two years before the sale — and in the structure of the deal itself.
Buyers pay for clean, believable, transferable profit. Every pound of cost that's really personal spend, every associate arrangement that isn't documented, every plan patient who isn't contracted — each one gives a buyer's adviser a reason to chip the price.
Starting early lets us present the practice the way buyers' due diligence wants to see it, push the genuine profit improvements that multiply into price, and make sure the tax reliefs are locked in before the deal, when they're cheap to secure.
Two rates set most of the tax on a practice sale in 2026/27. Capital gains tax runs at 18% within your unused basic rate band and 24% above it. Business Asset Disposal Relief charges 18% on qualifying gains up to a £1 million lifetime limit — a rate that stepped up from 14% on 6 April 2026, having been 10% until 5 April 2025. The lifetime limit itself has stayed at £1 million throughout.
The qualifying conditions are where sellers lose it. On a share sale you generally need to have held at least 5% of the ordinary share capital and voting rights, met an economic-entitlement test on profits and assets, worked as an officer or employee of the company, and satisfied all of it for at least two years to the date of disposal. Every one of those can be fixed in advance and none of them can be fixed the week before completion. That is the whole argument for starting two to three years out.
Headline multiples get the attention; the adjustments decide the cheque. A buyer's accountant will strip out personal costs run through the practice, replace your clinical work with a market rate associate cost, question add-backs you consider obvious, and discount income that depends on you personally staying. Each adjustment is a multiple, not a one-off: on a 6× EBITDA basis, a £20,000 argument about a sustainable principal's salary is a £120,000 argument about price.
We build your adjusted earnings the way the other side will build them, then negotiate from a position where nothing in diligence is a surprise. Our valuation explainer shows how the adjustments feed the number, and the full selling guide takes the process from first thought to completion.
A practice sale is not one event. It is a sequence, and each stage has a gate that only opens once the previous one is genuinely finished. Sellers who miss their date almost never miss it at the negotiating table — they miss it at the regulatory stage, months after the price was agreed.
Two gates are outside your solicitor's control and both are routinely underestimated. A CQC registration cannot be transferred: the buyer has to register as a new provider in their own right, and until that registration is granted there is no lawful date to complete on. In England an NHS contract cannot simply be assigned either — it moves by partnership and retirement, or by novation, and either route needs the commissioner's agreement. Start both the moment heads of terms are signed rather than when the lawyers are finished, because they run in parallel with due diligence or they run after it.
The practical consequence for your tax planning is that the completion date is the date the regulator allows, not the date you choose. If BADR eligibility or a lifetime-limit calculation depends on falling in a particular tax year, that assumption needs testing against the registration timetable before it is written into the heads of terms.
Two to three years out, and the reason is mechanical rather than sentimental. Business Asset Disposal Relief requires its qualifying conditions to be met throughout the two years ending on the date of disposal, so a shareholding or officer-status problem discovered in month one of a sale process cannot be fixed in time to matter. Buyers price on two to three years of trading, so a profit improvement you make now has to appear in the accounts before it can appear in the price. Add the practical work — taking personal costs back out of the practice, documenting associate agreements, contracting plan patients — and two years is comfortable rather than generous. If you are twelve months out, start anyway. You will simply have fewer options open to you.
BADR charges capital gains tax at 18% on qualifying business disposals, up to a £1 million lifetime limit. That rate stepped up from 14% on 6 April 2026, having been 10% until 5 April 2025; the lifetime limit has stayed at £1 million throughout. Set against the main rates of 18% within your unused basic rate band and 24% above it, the relief is now worth six percentage points on up to £1 million of gain — £60,000 for a higher-rate seller. The conditions are where sellers lose it. On a share sale you generally need 5% of the ordinary share capital and voting rights, an economic entitlement to 5% of profits and assets, officer or employee status, and all of it satisfied for two years to the disposal date.
If you trade through a company the two routes produce very different outcomes. On a share sale you sell the company itself, the gain is yours personally, and it is taxed at 18% or 24% with BADR available on the first £1 million. On an asset sale the company sells the goodwill and equipment, pays corporation tax at up to 25% on the gain, and you then pay a second time to get the cash out — as a dividend, or as a capital distribution on winding the company up. The same headline price can leave a six-figure difference in your pocket. Buyers usually prefer assets, because that leaves the company's history and liabilities behind. It is a negotiating point with a price attached, and both outcomes should be modelled before heads of terms are signed.
Corporate buyers rarely pay all of it on day one. A typical structure pays the majority at completion and holds the rest back over two to five years, contingent on agreed targets, with you staying on clinically at an agreed rate. Three things decide whether that back end is real money. First, what the targets are and whether you still control the levers that hit them once somebody else owns the practice. Second, how each element is taxed: an ascertainable amount is generally taxed up front as part of your capital gain, while an unascertainable right is valued at completion and taxed then, leaving you to claim relief later if it underperforms. Third, what happens if the buyer is itself sold before your earn-out ends. Model the after-tax outcome of each element before agreeing the structure, not after.
The property often sits outside the trading company — owned by you personally, or held in a pension scheme — and each route behaves differently on a sale. Held personally and used by your own trading company, the gain can qualify for BADR as an associated disposal, but only alongside a qualifying disposal of shares, and the relief is restricted where the company has paid you a market rent. Held in a SIPP or SSAS, a sale is free of capital gains tax inside the scheme, though the proceeds stay inside the pension. Sold separately to a property investor, you crystallise a gain at 24% with none of the business reliefs. Most buyers want a long lease rather than the freehold, so decide early whether you are selling the premises, leasing them, or keeping them as retirement income.
A confidential, no-obligation chat about where your practice stands today and what would make it worth more in two years. Even if the sale is years away, you'll leave knowing the plan.
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