Completion day gets all the attention. The year that follows it gets almost none, which is odd, because for most sellers the first year after completion is where the deal is actually earned. The earn-out runs through it, the handover happens in it, the covenants bite during it, and the person you have been for twenty or thirty years quietly stops existing somewhere in the middle of it. This article walks through that year in the order it tends to unfold. It sits in the after the sale section of this site for a reason: the decisions you make before completion determine how comfortable this year is, but you still have to live through it either way.
The handover is a contractual obligation, not a courtesy
Whatever structure you sold through, share sale, asset sale, or a sale of the client bank alone, the sale agreement will contain transfer and handover obligations. These are not soft commitments. They typically require you to make introductions to named clients, attend joint meetings for a defined period, assist with the novation or re-papering of client agreements, hand over complete client files and data, and respond to reasonable requests for information about advice history.
Take the introductions seriously. In an advice business the asset being bought is the client relationship, and the relationship transfers through you or it does not transfer at all. A buyer who paid a multiple of recurring income for your client bank has priced in the assumption that you will walk each significant relationship across the bridge personally. Clients who were told about the sale properly, on the timeline covered in telling your clients, tend to follow you across that bridge without fuss. Clients who first hear about it from a letter with an unfamiliar letterhead are the ones who leave, and their departure lands directly on your earn-out.
The regulator watches this period too. The FCA's expectations of firms selling client banks, first published in December 2023 and updated in January 2025, are blunt: the client bank is the firm's asset, a sale that could affect the firm's risk profile, value or resources needs a SUP 15 notification, and the FCA will act where client banks are sold with redress liabilities left behind. The handover year is when those expectations are tested in practice, because it is when files move, agreements are re-papered and any gaps in the advice record surface.
The earn-out in practice
On paper, an earn-out is a formula: retained clients or retained recurring income, measured at defined dates, paying defined amounts. In practice, the first year of an earn-out is an exercise in watching a number you no longer fully control.
The uncomfortable truth of most earn-outs is that the levers move to the buyer's side at completion. The buyer now controls the service proposition, the fee structure, the adviser your clients see and the platform they sit on. If integration is handled well, retention holds and the earn-out pays. If it is handled badly, clients drift and your deferred consideration drifts with them. The FCA's multi-firm review of consolidation, published on Fri 31st Oct 2025, made exactly this point at sector level: consolidation can support efficiency and sustainable growth, but poorly managed integration risks poor consumer outcomes. What is a consumer-outcome risk to the regulator is a retention risk to your earn-out. They are the same event viewed from different chairs.
Three practical habits protect you during the measurement period. First, get the retention data as the agreement entitles you to receive it, on time, every time, and reconcile it against your own completion-day schedule of clients and recurring income; do not wait for the measurement date to discover a dispute. Second, keep a contemporaneous note of anything the buyer does that could depress the measured number, fee increases, adviser reallocation, service changes, because most well-drafted agreements contain conduct obligations on the buyer and your note is the evidence if you ever need to rely on them. Third, stay visibly useful. The seller who turns up, answers the integration team's questions and smooths the awkward client conversations gets the benefit of the doubt when a marginal retention question arises. The questions you should have asked before signing any of this are covered in earn-outs: the questions to ask, and the mechanics of protecting money you are owed but have not yet received are in deferred consideration and how to protect it. If you have not read how earn-outs are taxed, read it before the first instalment lands, not after.
The identity shift nobody prices
Somewhere around month three or four, a quieter problem arrives. For decades you have been the principal of an advice firm: the person clients ring, the person whose name is on the door, the person whose diary is full because other people need them. Then, over a period of weeks, you become someone who used to be that.
This is not a soft observation dressed up as content. It has hard edges. Owner-advisers who have not thought about what the year after completion is for tend to do one of two unhelpful things: they hover over the buyer's integration, second-guessing decisions they no longer own, which sours the relationship that their earn-out depends on; or they disengage completely, which starves the handover and damages retention. The sellers who navigate the year well decided in advance what their role is, usually something narrow and finite, complete the handover, protect the earn-out, be available for named clients, and treated everything outside that as no longer theirs.
It helps to say the quiet part plainly: if you sold, you sold. The buyer will run the firm differently. Some of it you will think is worse. Unless it breaches the agreement or harms clients in a way the regulator would recognise, it is not your problem any more, and treating it as your problem costs you money and goodwill in that order.
What former clients can and cannot ask of you
Former clients will ring you. Some will want reassurance, some will want to grumble about the new firm, and a few will ask you a question that is, in substance, a request for advice.
The lines here are worth holding precisely. You can be warm, you can listen, and you can encourage a client to raise a concern with their new adviser or, if it is serious, with the new firm's complaints process. What you cannot do, once you are no longer authorised, or once your permissions no longer cover the activity, is give regulated advice: a personal recommendation on a pension transfer, a fund switch, a drawdown decision. Advising on investments is a regulated activity, and carrying it on without authorisation is a criminal offence under the general prohibition, not a technicality. Even while you remain authorised inside the buyer's structure during an earn-out, advice given off the books, outside the buyer's systems and compliance oversight, creates liability with no file behind it, which is the worst possible kind.
There is also a commercial line beside the regulatory one. Every conversation in which you act as the client's real adviser while the buyer's adviser holds the file undermines the transfer you are contractually obliged to support. The kindest and safest response to "what do you think I should do?" is some version of: that is now a question for the firm looking after you, and they are the right people to answer it because they hold your full picture. Say it warmly, and say it every time.
Restrictive covenants in the real world
Your sale agreement will contain restrictive covenants: non-compete, non-solicitation of clients, non-solicitation of staff, and non-dealing provisions, typically running for a defined period from completion. In the abstract they sound like boilerplate. In the first year they are live constraints on your behaviour, and the buyer's lawyers drafted them to be enforceable.
The distinction that catches sellers out is between soliciting and dealing. A non-solicitation clause stops you approaching former clients; a non-dealing clause stops you acting for them even if they approach you, entirely unprompted, begging you to look after them again. Many sellers assume that a client who comes to them freely is fair game. Under a non-dealing covenant, they are not. Read your own covenants and know which type you signed, because "they came to me" is not a defence to the stricter one.
Covenants in a sale agreement are also enforced more readily than covenants in an employment contract. Courts treat a paid-for covenant, one that formed part of the price of a business, as commercially bargained and give it correspondingly more weight. If you are contemplating any activity in the sector during the covenant period, consulting, a non-executive role, helping a family member's firm, take legal advice on the specific wording first. A dispute over covenants mid-earn-out hands the buyer both a grievance and, in some agreements, a set-off argument against your deferred consideration.
The money, and the not-advice line
At some point in the year, the initial consideration lands in your account, and you face the mildly absurd situation of a career adviser holding the largest lump sum of their life with no adviser of their own.
Nothing on this page is financial advice, and this section least of all. But three structural observations are safe to make. First, the tax position was largely fixed by decisions taken before completion, structure, timing, how the earn-out was papered, so the after-completion job is compliance and reporting, not clever restructuring; what the number looks like after tax is walked through in what your net proceeds actually look like. Second, sequencing matters more than product selection in the early months: liquidity for the tax bill, then liquidity for the life you are actually going to live, before anything is locked away. Third, and this is the observation most owner-advisers resist, you are entitled to take your time and to pay another professional. You spent a career telling clients that the person inside the situation is the worst-placed person to advise on it. That was true when you said it, and it is true now that the client is you.
When the last tie actually ends
The final theme of the year is the slow unwinding of your formal connections to the old firm, and it runs on three separate clocks.
The regulatory clock. If you sold the shares, the company and its authorisation went with the sale and your personal exit is a matter of the buyer removing your senior management functions in due course. If you sold the assets or the client bank and kept the company, you must wind the regulated entity down properly: notify the FCA, apply to cancel the firm's Part 4A permission when it no longer needs authorisation, and answer honestly the question the regulator will in substance ask, which is whether liabilities for past advice have been provided for rather than abandoned. The same FCA client bank guidance is explicit that firms must hold adequate financial resources for potential redress, and that selling the bank while leaving redress liabilities in an empty shell is exactly the pattern it acts against. Deauthorisation is granted to firms that have tidied up, not firms that are running away; the wider question of what happens to responsibility for advice you have already given is covered in liability for past advice.
The insurance clock. Professional indemnity cover written on a claims-made basis stops responding when the policy lapses, however long ago the advice was given. Run-off cover exists to fill that gap and, for most advice firm disposals where liability does not fully transfer to the buyer, it is not optional in any practical sense. How long you need it and what it costs is a subject in its own right, covered in run-off cover: what it costs and how long you need it, but the first-year task is simple: confirm the cover is actually in place from day one, matches what the sale agreement says about who bears historic liability, and is diarised for renewal.
The corporate clock. A retained company that no longer trades still owes final statutory accounts, final corporation tax returns, VAT deregistration if applicable, and eventually either a members' voluntary liquidation or a strike-off. Many sellers deliberately keep the company alive through the earn-out period, since it may be the vehicle receiving deferred consideration, and only close it once the last instalment has been paid and the last covenant has expired. The day the company is dissolved, often two or three years after completion rather than one, is the day the last tie genuinely ends.
A year with a shape
Seen from completion day, the first year looks like freedom. Seen from the far end, it turns out to have had a shape all along: an intense handover in the first quarter, an earn-out you monitor but do not control, a set of covenants you live inside, a pile of money you deliberately do nothing clever with for a while, and a sequence of formal endings, regulatory, insurance, corporate, that arrive on their own timetables. Sellers who knew the shape in advance describe the year as busy but calm. Sellers who did not tend to describe it as the year they discovered what they had actually signed.
Most readers of this page are earlier in the process than that, still weighing whether and when to sell. If that is you, the year after completion is worth understanding now, because almost everything difficult about it is fixed by the agreement you have not yet signed. And if you want a number of your own to react to before any of this becomes real, the free IFA valuation calculator gives you a range and explains the factors affecting it.