FKINP Compare scope before price: BusinessValuation.co.uk offers a standalone trustee-instructed valuation, PwC UK describes full EOT implementation assistance, and MP Estate Planning covers broader planning workstreams.[3][4][5]
An EOT is an all-employee trust that acquires a controlling interest rather than employees owning shares directly; PwC says an owner may retain involvement of up to 49%.[4] GOV.UK describes employee ownership more broadly as giving employees a meaningful financial stake and a say in how the business is run.[1]
Compare the three services
BusinessValuation.co.uk
Scope: A standalone EOT valuation instructed by the trustees rather than the selling shareholders.[3]
Published deliverables: A trustee instruction letter, information review, management and finance questions, adjusted-EBITDA analysis, transaction benchmarking, discounted-cash-flow and net-asset cross-checks, and a formal report.[3] The provider says the report is typically 25–40 pages, includes independence declarations and comes with support for subsequent HMRC clearance or queries.[3]
Suited to (provider description): A separately instructed valuation using UK SME transaction evidence.[3]
PwC UK
Scope: Full EOT implementation assistance, starting with a strategic assessment against alternative exit routes and extending to EOT design and tax structuring.[4]
Published deliverables: Company valuation, employee communications, and preparation of trust and share-transfer documentation.[4]
Suited to (provider description): An integrated implementation where there is no obvious third-party purchaser, the owner may remain involved, or share capital may be retained for management or key-employee incentives.[4]
MP Estate Planning
Scope: Advisory coverage spanning EOT suitability, valuation, funding, succession planning, shareholder protection, trustee structure, tax clearance and continuing compliance.[5]
Published deliverables: Its page presents these as advisory workstreams and recommends formal engagement with the tax authority where funding, deferred consideration or unusual group structures are involved.[5]
Suited to (provider description): Owners seeking broad planning input across the transaction, subject to a written proposal assigning responsibility for each document, calculation, opinion and implementation task.[5]
These services are not interchangeable. A valuation report, complete transaction implementation and broad planning advice cover different parts of an EOT exit.
Published valuation pricing and timing
BusinessValuation.co.uk states that its EOT valuation normally costs £4,000–£8,000 plus VAT, with a written quotation issued before instruction.[3] It allows one to two weeks for information assembly and normally four to six weeks from instruction to the final report; faster handling is said to be available for urgent timetables.[3]
The provider also says fee changes require trustee agreement, scope changes arising from adviser feedback are not charged to trustee clients, and subsequent HMRC-clearance or query support is included without an additional fee.[3]
Verify the trust deed and governance structure
Do not use the government’s model employee-share-trust deed for a tax-qualifying EOT transaction. The document expressly says its form of trust deed does not satisfy TCGA 1992 s236I and should not be used where sellers intend to claim EOT capital gains tax relief or the company intends to pay EOT tax-free bonuses.[2] Its bracketed figures and provisions are illustrative choices requiring tailoring, not prescribed EOT terms.[2]
The model can illustrate role separation. Its trustee directors deal with trust property in beneficiaries’ best interests, while the operating company’s directors manage the business and retain their statutory duties.[2] In the model, the company appoints and may remove trustee directors, while employee trustee directors are selected through an employees’ council procedure.[2]
Ask the adviser for transaction-specific documents and written confirmation of how the proposed deed is intended to meet the relevant EOT conditions. The governance map should address:
- trustee appointment, removal and conflicts;
- employee voice and access to information;
- reserved matters, voting and deadlock procedures; and
- the boundary between beneficiary oversight and operating-company management.
GOV.UK says employee engagement can include an employee council, constitution, employee directors or work with trade unions.[1]
Test valuation and financing together
Treat the share price and payment plan as one affordability decision. BusinessValuation.co.uk says trustees instruct the valuer and that the acquisition price may be at or below, but not above, open-market value; MP Estate Planning says trustees should avoid overpayment and support market value with an independent valuation.[3][5]
BusinessValuation.co.uk says it normalises EBITDA for matters such as market-rate owner pay, one-off costs and related-party transactions. It then benchmarks UK SME transactions while considering customer concentration, recurring revenue, owner dependence, gross-margin trends and management depth.[3] Its stated cross-checks are discounted cash flow using a five-year forecast and net asset value, with material differences between methods explained in the report.[3]
Require the final report to identify its evidence, assumptions, adjustments, forecast sensitivities, information limitations and independence. Trustees should be able to see what could change the conclusion, not merely the headline valuation.
PwC says vendors are often paid from the company’s future income.[4] MP Estate Planning describes consideration as commonly part-deferred and owed by the EOT, with future company profits and regular contributions used for repayment; third-party borrowing may also be used.[5] MP Estate Planning identifies repayment pressure and cash-flow strain as risks and says borrowing obligations should not jeopardise long-term employee benefits.[5]
Test weaker trading, lower cash generation and delayed repayments before agreeing the price. The cash-flow model should show the effect on the company, employees and any deferred amount still owed to the seller.
Check the disposal date before using a tax illustration
HMRC’s 2026 HS277 guidance distinguishes two periods. For qualifying disposals on or after 26 November 2025, half of the gain is exempt from Capital Gains Tax and the other half is taxed under the normal rules. Full exemption applies only to qualifying disposals on or before 25 November 2025.[6] Do not use an older provider statement promising a wholly CGT-free sale to model a current transaction.
HMRC also says Business Asset Disposal Relief and Investors’ Relief are unavailable where EOT relief has been claimed. If a disqualifying event occurs in the four tax years following the tax year of disposal, relief may be withdrawn.[6] Obtain a transaction-specific opinion on eligibility, the disposal date, tax payable, deferred consideration and continuing conditions.
Keep employee-bonus treatment and inheritance-tax questions separate from the seller’s CGT calculation. An advisory firm’s high-level tax summary does not establish that every relief applies to this company, seller or payment structure. Assign the relevant calculations and legal opinions expressly in the engagement.
Retain trustee minutes, valuations, transaction and financing documents, beneficiary information and the evidence supporting tax claims. The engagement should name the person responsible for checking continuing conditions and retaining records after completion.[5][6]
What to confirm with each provider
Confirm these items directly:
- PwC UK and MP Estate Planning: prices, billing basis, engagement length, scope-change charges, support limits, cancellation or refund terms, liability limits and quantified performance evidence.[4][5]
- BusinessValuation.co.uk: cancellation or refund terms, deposit and payment arrangements, any urgent-service surcharge, liability cap and precise adviser qualifications.[3]
- Financing: lender names, interest rates, arrangement fees, security, covenants, amortisation, term, eligibility, early-repayment charges and default consequences.[4][5]
- Transaction costs and protections: comparative trade-sale, management-buy-out or private-equity valuations, transaction-wide legal and tax fees, stamp-duty calculation, due-diligence scope, warranties, indemnities and seller-default protections.[3][4][5]
- Governance: required trustee number or independence mix, trustee remuneration, appointment terms, removal protections, deadlock process, reserved matters and professional-trustee pricing.[2][4][5]
Require a responsibility matrix covering the valuation, tax analysis or clearance, trust and share-transfer documents, company-law work, financing, employee communications, payroll treatment and annual compliance. Mark each item as included, separately chargeable or excluded, and identify the accountable adviser.
The engagement letter should also record the timetable, assumptions, client dependencies, change-control process, payment dates, cancellation terms, liability limits and duration and cost of post-completion support.
References
- GOV.UK — Employee ownership businesses (gov.uk)
- Moving to Employee Ownership (service.gov.uk)
- EOT Valuation Process | Trustee Instruction and HMRC Evidence Standard (businessvaluation.co.uk, 2026)
- Employee Ownership Trusts – PwC UK (pwc.co.uk)
- Employee Ownership Trusts: HMRC Tax Reliefs and Rules (mpestateplanning.uk)
- HMRC — HS277 Employee Ownership Trusts and Capital Gains Tax (2026) (gov.uk)
