Guide

After the sale

Completion looks like a finishing line and usually turns out to be a change of role, with obligations and money both running on for years.

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Completion feels like a finishing line and is more often a change of role. The money starts arriving, frequently in instalments across several years, and in exchange you owe the buyer a period of your time. Handover obligations are written into the agreement for a reason: the value the buyer has paid for is client relationships, and relationships transfer through introductions rather than through letters. Expect the first months after completion to look much like the months before it, with less say in how things are done.

Life inside an earn-out is the part sellers underestimate. You are still working, the outcome still depends on client retention, and the decisions that affect retention now belong to somebody else. If the buyer changes the proposition, the fee, or the adviser your clients speak to, the consequences land in your final payment. A good many sellers find the loss of control harder than the loss of ownership, which is worth knowing before you agree to an earn-out long enough to matter.

The money needs a plan of its own. Consideration paid in tranches arrives across tax years, which changes both what you keep and when you keep it, and a lump sum that has been the plan for a decade becomes a portfolio question the day it lands. Owners who have spent a career arranging this for other people are surprisingly prone to leaving their own position until last, and the position is far easier to arrange before completion than after it.

Then there is the part nobody writes into the agreement. You have been the person clients ring, the name above the door, and the one who decides. That stops, and for many owners it stops more abruptly than expected, because a handover period keeps you busy without keeping you in charge. Sellers who have planned what they are going towards, rather than only what they are leaving, tend to describe the year afterwards very differently.

The last ties fall away more slowly than the deal implies. Deferred payments run to their schedule, warranty periods lapse on their own timetable, run-off cover has to be maintained until the exposure behind it is genuinely cold, and permissions need cancelling properly rather than being left to lapse. Knowing the date each one ends is the difference between feeling finished and feeling loosely attached. The articles below cover each stage.

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