The advisers UK founders need before a raise or exit, a SuLe guide
By SuLe · Updated 5 November 2026
Reviewed by Patricia Wing, corporate lawyer and founder of SuLe
Before a raise or an exit, a UK founder needs a small team, not one adviser. That team is a corporate lawyer, a tax adviser, an accountant, often a corporate finance adviser, and a non-executive director or experienced founder. SuLe is Hybrid Legal, combining smart technology, trained AI and senior lawyers. We fill the legal seat before a raise. Pro, at £89 a month (billed annually), includes a friends, family or angel round with up to 10 advance subscription agreements (ASAs), and a senior lawyer reviews the answers you give for your round before you sign. For a VC round, a dedicated senior lawyer runs the round for the company at a fixed fee. Before a sale, our lawyers help get the company's records in order first.
Five roles, one team
Each adviser does a separate job. This split builds on the Institute of Directors (IoD) venture capital factsheet (updated 13 December 2023) and nibusinessinfo's guide to choosing advisers.
| Role | On a raise | On an exit | When they join |
|---|---|---|---|
| Corporate lawyer | Term sheet, investment agreement, warranties, indemnities | Sale agreement, legal clean-up | Before anything is signed |
| Tax adviser | Seed Enterprise Investment Scheme (SEIS) and Enterprise Investment Scheme (EIS), Enterprise Management Incentives (EMI) | Business Asset Disposal Relief (BADR), business and personal tax planning | Before terms are fixed |
| Accountant | Business plan, financial due diligence, valuation | Accounts, valuation, structuring | From the start |
| Corporate finance adviser or broker | Investor introductions | Sales documents, finding buyers, negotiating | At an early stage |
| Non-executive director or experienced founder | Independent challenge | Independent challenge | Well before the deal |
nibusinessinfo notes that your accountant may also be a tax specialist, or may introduce you to one.
Start months ahead
Build the team before the first investor meeting or buyer approach. The IoD says a VC process typically takes three to six months, and due diligence alone one to three. An exit needs even longer, because Business Asset Disposal Relief (BADR) has conditions that run for 2 years before the sale. Late advisers inherit gaps. There is rarely time to fix them.
The corporate lawyer
The lawyer drafts and negotiates the documents that bind you, on a raise and on a sale.
Lawyer on a raise
The IoD says to use a lawyer for the main terms of the investment agreement. That includes warranties confirming the information you gave is true, and indemnities where you accept liability. This is where we start. For a VC or priced round, a dedicated senior lawyer acts for the company at a fixed fee, including term sheet review and negotiation. Our lawyers have worked at top City and international firms.
Lawyer on an exit
On a sale, nibusinessinfo puts the lawyer on legal issues such as drafting the sale agreement. Gaps a buyer finds tend to become a price reduction, a warranty demand or an escrow holdback.
Clean records first
Our lawyers help you work through this list before a buyer looks.
- A cap table reconciled to your Companies House filings
- Every share and option grant papered
- All IP assignments complete
- Material contracts checked for change-of-control clauses
- Data protection tidy
- Any disputes clearly disclosed
- Statutory registers up to date
Investors check the same records on a raise. Keep them clean for investors and a buyer later has far fewer questions.
The tax adviser
A specialist tax adviser handles business and personal tax planning, and on an exit the biggest question is usually BADR.
BADR rates
BADR means you pay Capital Gains Tax at 18% on gains on qualifying assets disposed of from 6 April 2026, according to GOV.UK. The rate was 14% between 6 April 2025 and 5 April 2026, and 10% on or before 5 April 2025, as the HS275 helpsheet also shows.
Lifetime limit cut
The BADR lifetime limit will be reduced from £1 million to £500,000 for qualifying disposals made on or after 6 April 2027. The cut was announced at Budget 2026 and is set out in GOV.UK's note on the BADR lifetime limit. The same note says specific rules will apply to unconditional contracts signed before that date but completed after it, so if a sale could land either side of 6 April 2027, take tax advice early.
BADR conditions
On shares, you must be an employee or office holder of a trading company for at least 2 years up to the date you sell. Unless the shares came from EMI, it must also be your personal company for those 2 years. That means at least 5% of the shares and voting rights, plus at least 5% of either the distributable profits and assets on a winding up, or the sale proceeds. If a new share issue takes you below 5%, GOV.UK says you may still be able to claim. Raise it with your tax adviser before you accept round terms.
EMI options
EMI lets an employee hold share options worth up to £250,000 in a 3-year period, according to GOV.UK's EMI guidance. The company limits changed on 6 April 2026. A qualifying company must have assets of £120 million or less and fewer than 500 full-time employees, up from £30 million and 250 employees on or before 5 April 2026. For EMI shares to get BADR, the option must have been granted at least 2 years before the sale.
SEIS and EIS assurance
Advance assurance asks HMRC whether an investment would meet a venture capital scheme's conditions, and you can use it to show potential investors that an investment may qualify. GOV.UK says you need a separate application for each proposed investment. You will usually give details of your potential investors. It will not tell you whether an investor meets the conditions. Agree the round's structure with your tax adviser before you apply.
The accountant
The accountant owns the numbers. The IoD has the accountant helping draft the business plan and handling the financial side of due diligence. They also help negotiate valuation and advise on the deal's financial structure. Investors expect evidence behind your forecasts, so this work starts well before a data room opens. On a sale, nibusinessinfo adds preparing the accounts.
The corporate finance adviser
A corporate finance adviser or broker runs the deal process, and nibusinessinfo says most businesses selling up bring one in at an early stage. On a sale that means credible sales documents, finding and vetting buyers, pre-sale grooming and negotiating for you. Check their track record first. On a raise, the IoD says an accountant or corporate finance specialist may know suitable investors and can help with introductions and the presentation. As Institute of Chartered Accountants in England and Wales (ICAEW) Head of Corporate Finance David Petrie put it, "Selling any business, large or small, is far from straightforward, and a good adviser is essential."
A non-executive director
A non-executive director (NED) gives you independent challenge from outside the day-to-day. The British Business Bank's NED guide calls that independent perspective, detached from daily operations, a key advantage. In the same guide, angel investor Mary McKenna MBE explains that her due diligence includes looking at which early NEDs a startup has attracted. That is a signal investors read early.
Know who each adviser acts for
A company lawyer acts for the company, and that includes our dedicated senior lawyer on a VC round. If personal warranties or your own tax position are at stake, take advice of your own. nibusinessinfo also suggests asking each adviser how they will keep a sale confidential. In a management buy-out, the IoD notes you may need advice on handling conflicts of interest.
What advisers charge
Fee models differ, so agree the basis in writing before work starts.
Ask about the fee basis
nibusinessinfo says many advisers charge an hourly rate or up-front fees, while some agree a fixed rate for a piece of work. Corporate finance specialists and brokers may also negotiate a success fee. For a VC raise, the IoD (December 2023) says total costs of 10% or more of the amount raised are not uncommon for smaller investments, and 5% for larger amounts. At SuLe, legal work beyond what your plan includes gets a fixed price up front, before we start.
Ask about recent deals
The IoD suggests asking specialists, subject to confidentiality, for the deals they have personally completed in the last 12 months. A short recent list tells you more than a long client roster.
Pitch materials need care
A business plan sent to investors is likely to be a financial promotion. GOV.UK's Track 2 guidance, accurate as of 1 October 2025, says the same goes for an executive summary or other material used to seek investment. If in doubt, take legal advice before anything goes out. Pro includes monthly time with our senior lawyers, and you can use it for that review.
Frequently asked questions
When should a founder bring advisers in before a raise or exit?
Months before, ideally ahead of your first investor meeting or the first buyer approach. A VC process often runs three to six months, and a sale needs more time again because the BADR conditions run for 2 years before the sale.
Which advisers does a UK founder need?
Plan for a small team rather than a single adviser. That means a corporate lawyer, a tax adviser, an accountant and a non-executive director or experienced founder, and often a corporate finance adviser too.
How do advisers charge for this work?
Hourly rates and up-front fees are common, and some advisers will fix a rate for a defined piece of work. Corporate finance specialists and brokers may add a success fee, so settle how you will be charged, in writing, before anyone begins.
How does SuLe help with a raise or sale?
Before a raise, we fill the legal seat. Pro covers a friends, family or angel round with up to 10 ASAs, and a senior lawyer reviews your answers for the round before you sign. For a VC round, the company gets a dedicated senior lawyer at a fixed fee. Before a sale, our lawyers help put the company's records in order.
Who does the company's lawyer act for?
The company, and that is true of our dedicated senior lawyer on a VC round too. Where personal warranties or your own tax position are on the line, get separate advice for yourself.
Your legal seat
Start is £29 a month, cancel any time, and Pro is £89 a month (billed annually) with 50+ advanced legal documents. Compare Start and Pro to see which plan fits where you are.
This article is general information for founders and is not legal, tax or financial advice. Please contact us if you have questions.
SEIS and EIS relief depends on the company and the investor meeting HMRC's conditions and on the investor's own tax position. We recommend seeking tax advice to confirm the position.
EMI tax treatment depends on the company and the employee meeting HMRC's conditions.
References
- Institute of Directors. "Venture capital." Updated 13 December 2023. https://www.iod.com/resources/finance-and-tax/venture-capital/
- nibusinessinfo.co.uk. "Choosing advisers when selling your business." https://www.nibusinessinfo.co.uk/content/choosing-advisers-when-selling-your-business
- GOV.UK. "Business Asset Disposal Relief: Eligibility." https://www.gov.uk/business-asset-disposal-relief
- GOV.UK. "HS275 Business Asset Disposal Relief (2026)." https://www.gov.uk/government/publications/entrepreneurs-relief-hs275-self-assessment-helpsheet/hs275-business-asset-disposal-relief-2026
- GOV.UK. "Tax and Employee Share Schemes: Enterprise Management Incentives (EMI)." https://www.gov.uk/tax-employee-share-schemes/enterprise-management-incentives-emis
- GOV.UK. "Apply for advance assurance on a venture capital scheme." https://www.gov.uk/guidance/venture-capital-schemes-apply-for-advance-assurance
- GOV.UK. "Capital Gains Tax: reduction in the Business Asset Disposal Relief lifetime limit." Published 29 October 2026. https://www.gov.uk/government/publications/capital-gains-tax-reduction-in-the-business-asset-disposal-relief-lifetime-limit
- ICAEW. "Why SME owners must always be ready to sell up." https://www.icaew.com/insights/viewpoints-on-the-news/2023/nov-2023/why-sme-owners-must-always-be-ready-to-sell-up
- British Business Bank. "What is a non-executive director?." https://www.british-business-bank.co.uk/business-guidance/guidance-articles/business-essentials/what-is-a-non-executive-director
- GOV.UK. "Track 2: Legal Considerations for Raising Equity Finance." https://www.gov.uk/government/publications/unlocking-space-for-investment-growth-hub/track-2-legal-considerations-for-raising-equity-finance
- SuLe. "Pricing for UK founders." https://sule.io/pricing/
