Your personal proceeds are the money attributable to your ownership after the deal's adjustments, your costs and tax. The headline company sale price is only a starting point. Separate cash available at completion from fixed later payments, conditional earn-outs and any shares you retain or receive: those amounts cannot all fund today's spending.
Start with the deal structure
A buyer's headline offer may describe enterprise value, equity value or a maximum price including future payments. Ask the transaction adviser to label the number. Establish how company debt, surplus cash and working capital affect the amount payable to shareholders. Then confirm your share of that amount under the actual ownership and share rights.
For an individual selling company shares, the proceeds normally belong to that shareholder. If a limited company sells its assets, the money belongs to the company first. The company may owe tax, and extracting money personally can have separate tax consequences. A personal worksheet should not treat the company's bank balance as the owner's spendable cash.
Reference: HMRC: Corporation Tax when your company sells assets
Reference: HMRC: Selling or closing your company
Build three separate totals
Create a completion total, a contractual later-payment total and a conditional total. Record the expected date beside every amount. A retention, escrow balance or earn-out may have restrictions or conditions even when it appears in the announced sale price.
Next record your professional fees, any personal debts you intend to settle and an accountant's tax estimate. Keep the tax calculation separate from the cash calculation: taxable gains depend on matters such as acquisition cost and allowable deductions, while the payment date can differ from the tax date.
- Available now: completion cash personally received, less current obligations and the planned tax reserve.
- Expected later: documented payments with their due dates and outstanding risks.
- Conditional: performance payments or retained investments, shown separately from available cash.
Reference: HMRC: Deferred consideration introduction
A simple illustration
Suppose your personal entitlement is up to £3 million: £2 million at completion and up to £1 million from a future earn-out. If your estimated fees and tax reserve together total £500,000, the initial planning amount is £1.5 million. It is not £2.5 million. This is arithmetic illustrating cash timing, not a tax calculation or a typical deal.
Test your commitments against that £1.5 million first. A house purchase, family gift or retirement decision that works only if the maximum earn-out arrives deserves a separate discussion. You can add later money to the plan when its amount, timing and tax position become clearer.
Your proceeds checklist
Ask your accountant and solicitor to reconcile one shared schedule with the latest agreement before you rely on it. Put a date and version on the worksheet, and mark estimates clearly. Update it when completion accounts, a tax calculation or a deferred payment changes.
- Identify whether the offer is enterprise value, equity value or a maximum contingent price.
- Confirm your ownership rights and the amount payable to you personally.
- List cash, shares, loan notes, retentions and earn-outs separately.
- Record fees, tax estimates, payment dates and any uncertainty.
- Calculate an available-cash figure before making major commitments.
COMMON QUESTIONS
A little more clarity
Is the sale price the same as my taxable gain?
No. The taxable gain is calculated under tax rules, which can take account of acquisition cost, allowable costs, losses and reliefs. Your accountant should calculate it from the transaction documents.
Can I count an earn-out as money I already have?
It is better to display it separately. Its amount, timing and collectability may depend on the contract and future events, so it is not the same as accessible cash.
Does an asset sale pay me personally?
If your limited company sells the assets, the payment initially belongs to the company. Moving the proceeds to you is a separate step with its own legal and tax considerations.
Sources & further reading
Official guidance checked on . Rules and individual circumstances can change the answer.
- HMRC: Corporation Tax when your company sells assets
- HMRC: Selling or closing your company
- HMRC: Deferred consideration introduction
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