After the sale

Staying on after completion

Consider what staying on after an IFA sale involves, from client handover and adviser duties to pay, decision-making authority and an agreed leaving date.

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Very few advice firm sales end at completion. In most, the seller stays: as an employee, as a consultant, or as an adviser still seeing their own clients, for a period commonly running many months. Owners tend to treat this as an administrative detail attached to the end of the deal. It is not. It is the period in which the money you have not yet been paid is earned or lost, and it is the part of selling that people most often describe afterwards as the part they got wrong.

What the period is actually for

Be clear about the buyer's motive, because it explains every term they will propose.

A buyer paying a multiple of recurring income is paying for relationships that currently belong to a person, and that person is you. Recurring income accounts for over 80% of offers, on Gunner & Co's figures, which means the overwhelming majority of what changes hands is the continued willingness of your clients to keep paying. Nothing in the purchase agreement compels a client to stay. The handover period exists to convert your personal relationships into institutional ones before you leave.

That gives the buyer three objectives: keep the clients, keep the advisers, and satisfy themselves that what they bought is what they were shown. Every clause about your notice period, your duties and your conduct traces back to one of those.

It also explains why the buyer's interest and yours diverge partway through. In month two you both want the same thing. By month ten you want to leave and they want you visible, and the agreement you signed decides who wins.

The three shapes it takes

Employment. You become an employee of the buyer, usually with a title, usually reporting to someone. For an owner who has not had a manager in twenty years this is the largest adjustment, and it is rarely the money that makes it difficult.

Consultancy. A defined engagement, usually fewer days, usually with a specified scope. It reads as the more comfortable option and often is, though the tax treatment and the contractual protections differ and are worth advice.

Continuing to advise. You keep seeing your clients under the buyer's permissions. This is the softest landing for clients and the hardest to leave, because the relationships continue exactly as they did and the point at which you stop is a decision rather than an event.

The terms that actually matter

Money is the easiest term to negotiate and the least likely to cause regret. These are the ones that do.

Days, defined. "Full-time" and "as required" are the same phrase in practice, and the second one is worse because it sounds lighter. Specify days per month and what happens when the buyer wants more.

Duties, defined. There is a large difference between introducing your clients to their new adviser and being expected to run a region. Write down which one you have agreed to.

Location and travel. Consolidated firms operate across sites. If your working pattern assumes the office you have always worked in, put that in the agreement.

What happens if you are ill, or simply stop. If a deferred payment is tied to your continued involvement, the agreement should say what happens if you cannot continue for reasons that are nobody's fault. Without that clause, illness becomes a financial event as well as a medical one.

Notice, both ways. Including whether the buyer can shorten the period, and whether shortening it affects your deferred consideration. A buyer who no longer needs you and can release you early without penalty is a good outcome. A buyer who can release you early and thereby avoid a payment is a term you should not agree to.

How you leave. The end of the period should be a date, not a negotiation, and the restrictive covenants that follow it should be agreed at the same time rather than left to be discovered later. Those covenants are covered in restrictive covenants after a sale.

The part nobody warns you about

The reported difficulty is almost never the workload. It is authority.

You will disagree with decisions and not be able to change them. Processes you designed will be replaced by processes you consider worse. Clients you have advised for two decades will be told about a service proposition you had no part in writing, and some of them will ring you about it. Staff you hired will report to someone else and will occasionally tell you things they should be telling their manager.

The FCA's multi-firm review of consolidation in the advice and wealth management sector is direct about the risk that poorly managed integration produces poor consumer outcomes, and identifies clear group structures, strong governance and comprehensive risk management as good practice. Sellers see the same integration from the inside, and often earlier than anyone else.

None of this is an argument against selling. It is an argument for deciding in advance how you will behave when it happens, because the alternative is discovering your own reaction in front of a client.

Two questions worth asking the buyer before you agree

What does the handover actually consist of, in weeks and meetings, and who is the named person taking over each client? A buyer who can answer that concretely has done this before. A buyer who answers in principles has not, and the period will be longer and vaguer than the agreement suggests.

And: what happens to my clients if I leave on the last day of the agreed period and do nothing further? If the honest answer is that the relationships would not survive it, then the handover has not been designed, and no length of agreement will fix that.

What to agree about your clients specifically

The generic employment terms get attention. The client terms rarely do, and they are the ones that decide whether the period works.

Which clients you continue to see, and for how long. A handover in which you remain the adviser for everyone until the last day is not a handover, it is a delay. Agree a schedule: which segments move to which adviser, in which month, and what "moved" means. Without it, the buyer's default is to leave things as they are while you are still there, and then discover in the final month that nothing has actually transferred.

Who attends the first meeting with the new adviser. Both of you, ideally, for the clients that matter most. This single practice does more for retention than any letter, and it costs a diary slot.

What you say about fee changes. If the buyer's ongoing charge differs from yours, you will be asked about it by clients who trust you and not yet the buyer. Agree the answer in advance, agree that it is honest, and make sure you are not put in the position of defending a change you were not consulted on. Being visibly uncomfortable in front of a client is worse for retention than the increase itself.

What happens to clients you agree not to transfer. Most firms have a handful: family, friends, people advised as a favour. If they are not part of what is being sold, that needs to be explicit and documented before completion, because afterwards it looks like you are taking clients from the buyer. It also interacts directly with the restrictive covenants.

The commercial reason to take this seriously

If any part of your consideration depends on retained income, the handover period is the mechanism by which you protect money you have already agreed but not yet received. Client attrition during integration is the largest single risk to it, and it is covered in clients who will not move.

It is worth putting a figure on the exposure before you agree the length or the terms of the period. Run your recurring income through this site's free IFA valuation calculator to see the range the firm sits in, then look at what a percentage of that range represents in cash. For most sellers, the sum riding on how well the handover goes is considerably larger than the fee being paid for doing it, which reframes the whole discussion: you are not negotiating a consultancy rate, you are negotiating the conditions under which you protect the deferred part of your own sale price.

That is also the argument to use with a buyer who wants a long commitment on vague terms. A seller who wants the handover to succeed and a buyer who wants the clients retained have the same objective, and a specific, scheduled, adequately resourced handover serves both better than an open-ended obligation to be available.

Read next: the first year after completion, when the money actually arrives, and the rest of the after the sale pillar.