Most owners who have not sold a business before think in terms of a few months. Most owners who have just sold one will tell you the honest answer: from the day you decide to sell to the day the last payment lands, you are usually looking at something between eighteen months and four years. That is not a typing error. The legal transaction in the middle might take six to nine months, but the transaction is only the middle of the story. Preparation sits in front of it, and the earn-out or transfer period sits behind it.
This article lays the whole sequence out in order, with realistic ranges for each stage and a plain account of where deals lose time. None of the ranges are promises. A small, clean, directly authorised firm selling its client bank to a local buyer can move faster than any of them; a share sale to a private-equity-backed consolidator with a regulatory approval in the path can move slower. But if you plan around these numbers you will rarely be surprised in the wrong direction.
Preparation: six to eighteen months before you go to market
The clock starts before any buyer knows you exist. Preparation is the stage sellers most often skip, and skipping it is the single most reliable way to add months to everything that follows, because every gap you leave now resurfaces as a diligence question later, at the point in the process where questions cost the most.
What preparation actually means is getting the firm to the state a buyer's diligence team will eventually test it against. Client data complete and consistent across your back-office system, your platform records and your fee statements. Recurring income reconciled, so the number you claim is the number the bank statements support. Client agreements in place and current. File reviews done, and any advice concerns dealt with rather than left for a buyer to find. Complaints history documented. If your firm is an appointed representative, understanding early what your principal's agreement says about departure and novation of clients, because that conversation has its own timeline.
Six months is the practical minimum for a firm that is already in reasonable shape. Firms that discover real gaps, in data quality especially, often need a year or more, which is why the sensible planning horizon is the one described in the 24-month plan to sell your practice. The relationship between this stage and your eventual price is direct: buyers pay more, and move faster, for firms where the answers are ready before the questions arrive, a point covered in detail in why your data quality determines your price.
Going to market and first offers: two to four months
Once you are ready, the marketing stage itself is relatively quick. Whether you approach known buyers directly, use a broker, or respond to one of the unsolicited approaches most established firms now receive regularly, the sequence is similar: an anonymised or lightly detailed summary of the firm goes out, interested parties sign confidentiality agreements, and a fuller information pack follows.
Serious buyers move to an indicative offer within weeks of seeing good information. Expect a first round of conversations, some meetings, and indicative offers inside two to three months. Where this stage stretches is almost always on the seller's side: information requests that take weeks to answer, or a seller who is testing the water rather than committed to a sale. Buyers can tell the difference, and the credible ones ration their time accordingly.
An indicative offer is not a price. It is a headline number built on the buyer's assumptions about your recurring income, your client bank and your cost base, all of which diligence will test. The structure behind the headline, how much on completion, how much deferred, what the earn-out conditions are, matters more than the number itself, which is why the questions in Earn-outs: the questions to ask before you agree to one belong at this stage, not later.
Heads of terms: two to six weeks
Once you choose a buyer, both sides sign heads of terms: a short document setting out the price, the structure, the main conditions and usually an exclusivity period during which you agree not to talk to other buyers. Heads of terms are mostly not legally binding, but they are the reference point for everything that follows, and terms conceded here are very hard to recover later.
The stage itself is quick, two to six weeks, but its consequences are long. The exclusivity period commonly runs for several months, and once you are inside it your negotiating position weakens with every week that passes, because walking away means starting again from the marketing stage. This is worth understanding before you sign rather than after: a buyer who knows you are two years from a planned retirement, inside exclusivity, with diligence costs already spent, holds most of the cards on any late renegotiation.
Due diligence: three to six months
Diligence is where the elapsed time really accumulates, and where the range between well-prepared and unprepared firms is widest. The buyer's team will work through your client files, your recurring income records, your complaints history, your professional indemnity position, your regulatory correspondence, your contracts and your accounts. For a share sale they are buying your company with its entire history, so the examination is deeper and the warranties and indemnities negotiation that runs alongside it is heavier. For an asset sale the scope is narrower, one of the practical differences explained in Asset sale or share sale: the choice that changes everything.
Three months is achievable for a clean firm with a well-organised data room and a responsive seller. Six months is common. Longer than that usually means something has been found: a tranche of files with advice concerns, income that does not reconcile, a complaint history that was not disclosed up front. Each discovery triggers a cycle of questions, answers, verification and often a renegotiation of price or structure, and each cycle costs weeks.
It is also worth knowing that diligence runs in both directions less often than it should. The buyer examines you exhaustively; most sellers barely examine the buyer at all. Where deferred consideration or an earn-out forms a large part of your price, the buyer's financial strength and integration record are your risk. The FCA's multi-firm review of consolidation in the advice and wealth management sector, published on Fri 31st Oct 2025, raised concerns about debt-funded acquisition models and the pressure on regulated firms required to upstream cash to service external debt. A buyer whose model depends on cheap debt and fast integration is a buyer whose earn-out payments depend on both going well.
FCA change in control: allow three to five months where it applies
If the deal is a share sale, or any structure in which someone acquires or increases control of an FCA-authorised firm, the buyer must notify the FCA and obtain its approval before completing. Acquiring or increasing control without that approval is a criminal offence under the Financial Services and Markets Act, so the deal cannot legally close until the FCA has approved or the assessment period has run its course.
The statutory mechanics matter for your timeline. The FCA has up to 60 working days, roughly three calendar months, to assess a case, and the clock only starts once a notification is considered complete. The regulator can also interrupt the period with a request for further information, which stops the clock while the buyer responds. In practice, between assembling the notification, getting it acknowledged as complete, and allowing for questions, three to five months from submission to approval is a sensible planning assumption. Experienced acquirers submit early and know what a complete notification looks like; first-time or overseas buyers frequently do not, and the difference shows up directly in your completion date.
A pure sale of the client bank, where no one acquires control of an authorised firm, does not need change-in-control approval, which is one reason that route can complete faster. It is not free of regulatory attention, though. The FCA has set out its expectations of firms selling client banks, including that a sale which could affect the firm's risk profile, value or resources requires a notification under SUP 15, and that the regulator will act where client banks are sold with redress liabilities left behind. Build the notification into your timeline rather than treating it as an afterthought.
Exchange and completion: often simultaneous, sometimes split
Once diligence is done, the share purchase or asset purchase agreement negotiated, and any regulatory approval in hand, exchange and completion follow. In many advice firm deals they happen on the same day. Where a condition remains outstanding, most commonly the change-in-control approval itself, contracts are exchanged with completion conditional on it, and the gap between the two is however long the condition takes.
The legal drafting stage overlaps with diligence rather than following it, so it rarely adds standalone months. What it does add is negotiating friction at the end, because warranties, indemnities and the mechanics of deferred payments are the last things agreed and the things both sides care most about. Budget for the final agreed draft to take longer than either side's lawyers first suggest.
After completion: the part of the timeline nobody prices in
Completion day is not the end. Three things typically continue well beyond it.
First, the transfer period. Clients have to be moved to the buyer, either by novation of agreements or by fresh consents depending on the structure, and you will usually be contractually required to support that transfer, write to clients, attend handover meetings and stay available. In a structured asset sale to a national acquirer, the retained income arrangements that follow completion commonly run many months.
Second, the earn-out or deferred consideration period. If part of your price is contingent on client retention or income persisting after completion, you are financially exposed to the buyer's behaviour for the whole of that period, which in most deals is measured in years rather than months. Protecting that money is a subject in its own right, covered in Deferred consideration and how to protect it.
Third, your own regulatory tail: run-off cover, the winding down or continuation of your authorisation, and responsibility for past advice where the structure leaves it with you.
Add these together and the honest end-to-end answer looks like this: six to eighteen months of preparation, two to four months to offers, up to six weeks to heads of terms, three to six months of diligence with any FCA approval running inside or alongside it, then a transfer and earn-out period after completion measured in years. Decision to final payment: commonly three to five years in total.
Where deals actually stall
Almost every stalled deal traces back to a small number of causes. Incomplete or inconsistent data, which turns diligence from verification into investigation. Advice or complaints issues discovered late rather than disclosed early, which cost trust as well as time. Regulatory notifications submitted late or submitted incomplete. Sellers who slow down answering questions because they are still running the firm single-handed. And renegotiation inside exclusivity, where a buyer reprices after finding what preparation would have surfaced a year earlier. The patterns, and what prevents each one, are set out in Why deals collapse, and how to avoid it.
The common thread is that time problems are almost never created in the stage where they appear. They are created in the preparation you did or did not do, and they surface under exclusivity, when your ability to absorb them is at its weakest.
What to do with these numbers
Work backwards from the date you actually want to stop, or to be paid out in full, and the arithmetic makes its own argument: if the whole sequence commonly runs three to five years, the right time to start preparing is earlier than most owners assume, and usually earlier than feels natural while the firm is still going well. Firms sold from strength, on the seller's timetable, do better at every stage than firms sold under time pressure.
It also helps to know, before any of this starts, roughly what the firm is worth, because an indicative offer is much easier to judge against a number you already understand. If you want a figure of your own to react to before the clock starts, the free IFA valuation calculator gives you a range and explains the factors affecting it.