Which offer is better? Offer comparison

Enter each offer split into cash at completion, any amount held back, fixed deferred payments, the earn-out you realistically expect and any rollover into the buyer's shares. Then add what you paid for your shares, your other income and whether you qualify for BADR. For each offer, the tool shows the tax on the sale and what you keep at each level of certainty, at 2026/27 rates.

Compare them on what you keep after tax and when you get it, not on the headline price. Split each offer into cash at completion, amounts held back, fixed deferred payments, earn-out and rollover, then work out the tax and how much depends on the buyer or future performance. Then weigh the terms, such as warranties and earn-out targets, which often separate two offers more than the price does.

It assumes the expected earn-out you enter is valued at that amount at completion and taxed then, with the rest of the price. That reflects the usual position for a cash earn-out of unknown amount. In practice, later payments are compared with that value, so receiving more or less than expected can lead to a further gain or a loss, which the tool doesn't model.

It treats rollover as a qualifying share-for-share exchange, so no tax is charged on that part now and the gain is deferred until you sell the new shares. What you paid for your shares is apportioned by value between the part taxed now and the rollover shares. The rollover is shown at the value you enter, but it will be worth whatever the buyer's shares are worth when you sell.

The tool assumes fixed deferred payments and retentions are taxed at completion, as part of the price for the sale, even though you receive the money later. So the tax can fall due before all the money arrives, which is why the tool shows cash on day one after tax separately. Where the price is paid in instalments over more than 18 months, you may be able to ask HMRC to let you pay the tax in instalments.

It's the share of the headline price that depends on the future or on the buyer: the expected earn-out, rollover shares, fixed deferred payments and any amount held back. A higher figure means less of the price is in your hands at completion. It doesn't measure how likely each payment is, so look closely at the buyer and the terms.

A lower offer paid mostly in cash at completion can put more money in your hands than a higher offer that relies on an earn-out, deferred payments or rollover shares. Those later amounts depend on the business hitting targets, the buyer paying, or the buyer's shares holding their value. You may also pay tax at completion on an earn-out value that is never paid in full.

It doesn't allow for the time value of money, the buyer's ability to pay later, or earn-outs linked to you staying on, which can be taxed as employment income. It assumes you're a UK resident individual who hasn't used any of the BADR lifetime limit. Warranties, indemnities and how the earn-out targets are drafted also matter, and no calculator can weigh those.

No. The tool runs in your browser, and the figures you enter for either offer aren't stored or sent anywhere. If you accept analytics cookies, we record only that the tool was used, not what you entered. It's free to use and you don't need to give your name or email address.

Check how much is paid in cash at completion, how the earn-out is measured and whether it's linked to you staying on, and how secure any deferred payments are. Look at the tax warranties and indemnities you'd give, as claim periods are commonly 4 to 7 years. Have the structure and form of payment reviewed before you sign heads of terms.