Thinkerz Consulting · Sale Prospectus
Information Memorandum Preparation Pack
Printable working questionnaire and supporting-document checklist.
11 sections · 88 live fact-find questions · generated from the online fact-find definitions
How to use: Gather the answers and supporting records from the business owner before entering them into the secure online fact-find. Tick each question once its information has been obtained. Write brief notes here or attach separate schedules for detailed answers.
Important: This printable worksheet is for preparation only; it is not an alternative method of submitting confidential information. The invited contributor must still complete and submit the online fact-find. Do not email sensitive completed worksheets to us unless a secure method has been expressly agreed.
If information is unavailable: Note “To follow”, “Not known” or “Not applicable” as appropriate. Do not invent answers, financial results, or customer names.
Section photographs: At the end of each section below, note any suitable images and later upload them within that same section of the secure online fact-find. Optional · JPG, PNG or WebP · up to 10 MB per image · maximum 12 per section. Only provide images you are authorised to share. Avoid confidential customer details, identifiable staff without permission, or anything commercially sensitive. The preparation team reviews all photographs and decides whether they belong in the Information Memorandum. The paper pack itself cannot receive attachments.
Section 01
Business profile and history
What the business does, how it is structured and how it got here.
1.1 What is the business trading name?
1.2 What is the legal entity name?
1.3 Company registration number (where applicable)
Enter the exact registered number and jurisdiction where known. This will be checked before it is published; mark Not known if unverified.
1.4 How is the business structured?
Options: Sole trader / Partnership / Limited company / LLP / Other
1.5 In which year did trading begin?
An approximate year is fine.
1.6 Describe what the business does, in plain terms.
Imagine explaining it to someone who has never bought from you.
1.7 How has the business developed since it started?
Give specific milestones where known: important hires, moving to larger premises, winning a first significant customer, new services, major contracts and changes of ownership. Dates can be approximate.
1.8 What are the three strongest reasons an acquirer might value this business?
Only describe genuine, supportable strengths: reputation, repeat customers, established supply chain, experienced workforce, recurring work, premises or capacity. Separate facts from owner opinions; avoid promises.
1.9 How would a long-standing customer describe the business?
1.10 From how many locations does the business trade?
Optional images for Section 1 — Business profile and history
Suggested: Business history, earlier premises, milestones or an approved company logo.
Add any suitable images under “Add images for this section” in the secure online fact-find. Not required; the preparation team reviews images before choosing what to include.
Photograph filenames / descriptions to upload:
Section 02
Ownership, reason for sale and proposed sale scope
Who owns the business, what is being sold and what the owner wants to happen afterwards.
2.1 Why is the business being offered for sale?
2.2 What timing does the owner have in mind?
For example “within the next twelve months”. The timing is not a commitment.
2.3 What is included in the proposed sale?
Shares or assets, trading name, equipment, stock, intellectual property, premises and contracts.
2.4 Is anything to be excluded from the sale?
2.5 Is there a preference between a share sale and an asset sale?
Options: Share sale / Asset sale / Either / Open to advice
2.6 Will any owner stay involved after completion?
Options: Yes / No / Partly
2.7 If so, in what capacity and for how long?
2.8 Owners and shareholders
Record each owner separately, including responsibilities and benefits. This is used to explain owner involvement — it is not treated as an automatic add-back.
Complete one entry per owner; continue on a separate sheet if necessary.
Name
Role
Shareholding %
Day-to-day responsibilities
Working involvement
Annual remuneration (£)
Other benefits
Do these responsibilities need replacing after sale?
Estimated replacement cost (£ per year)
How would the role be replaced?
Optional images for Section 2 — Ownership, reason for sale and proposed sale scope
Suggested: Relevant business or historic images only; owner portraits are not expected.
Add any suitable images under “Add images for this section” in the secure online fact-find. Not required; the preparation team reviews images before choosing what to include.
Photograph filenames / descriptions to upload:
Section 03
Products and services
What is sold, how it is priced and where repeat revenue comes from.
3.1 Main products and services
Complete one entry per offering; continue on a separate sheet if necessary.
Product or service
What it is
Share of revenue %
How it is priced
Typical gross margin %
3.2 Why do customers choose the business over alternatives?
3.3 How is pricing set and reviewed?
3.4 Is trade seasonal? Describe the pattern.
3.5 Are there any exclusive rights, territories or agency agreements?
Optional images for Section 3 — Products and services
Suggested: Products, completed projects, services or installations.
Add any suitable images under “Add images for this section” in the secure online fact-find. Not required; the preparation team reviews images before choosing what to include.
Photograph filenames / descriptions to upload:
Section 04
Customers, revenue mix and contracts
Who buys, how much depends on them, and what is contracted rather than ordered again.
4.1 Largest customers
Do not name customers here — use a reference such as “Customer A”. Customer names are only needed if they are contracted parties already disclosed to the adviser.
Complete one entry per customer; continue on a separate sheet if necessary.
Reference
What they buy
Share of revenue %
Period this share relates to
Contract or order basis
Contract expiry
Notice period / termination terms
Does it renew automatically?
4.2 Which period do your concentration figures relate to?
For example “year to 31 March 2025”. Never mix periods.
4.3 Contracted recurring revenue (£ per year)
Revenue under a current written contract only.
4.4 Repeat order revenue (£ per year)
Revenue that repeats by habit rather than by contract.
4.5 One-off or project revenue (£ per year)
4.6 Summarise the key terms of the most important contracts.
Term, notice, exclusivity, price review and any change-of-control clause.
4.7 What would happen if the largest customer left?
4.8 How are new customers won?
Optional images for Section 4 — Customers, revenue mix and contracts
Suggested: Anonymised examples of service delivery or customer work, where permitted.
Add any suitable images under “Add images for this section” in the secure online fact-find. Not required; the preparation team reviews images before choosing what to include.
Photograph filenames / descriptions to upload:
Section 05
Sales, marketing and pipeline
How demand is generated and what is in progress.
5.1 What are the main routes to market?
5.2 Annual sales and marketing spend (£)
5.3 Which marketing activities are used, and how effective are they?
5.4 Describe the sales process from first enquiry to order.
5.5 What is currently in the pipeline?
Value, stage and expected timing of live opportunities.
5.6 What proportion of enquiries convert?
5.7 Who manages the main customer relationships?
Optional images for Section 5 — Sales, marketing and pipeline
Suggested: Approved product photography, branding or marketing materials.
Add any suitable images under “Add images for this section” in the secure online fact-find. Not required; the preparation team reviews images before choosing what to include.
Photograph filenames / descriptions to upload:
Section 06
Operations, suppliers and systems
How the work is delivered and where it depends on others.
6.1 How is the work delivered day to day?
6.2 Key suppliers
Complete one entry per supplier; continue on a separate sheet if necessary.
Reference
What they supply
Share of purchases %
Terms
Agreement expiry
Alternative available?
6.3 Is there any single-source dependency?
6.4 Systems and software
Complete one entry per system; continue on a separate sheet if necessary.
System
Purpose
Annual cost (£)
How critical?
6.5 Are there capacity constraints on growth?
6.6 Accreditations, certifications and licences held
Optional images for Section 6 — Operations, suppliers and systems
Suggested: Equipment, production areas, workshop activity, fleet or service delivery.
Add any suitable images under “Add images for this section” in the secure online fact-find. Not required; the preparation team reviews images before choosing what to include.
Photograph filenames / descriptions to upload:
Section 07
Employees, management and owner involvement
Who does the work, what they cost and what has to be replaced after a sale.
7.1 Number of employees (excluding owners)
Enter a number. If it is genuinely zero, enter 0.
7.2 Number of regular subcontractors
7.3 Total annual employee cost including employer taxes (£)
7.4 Roles and headcount
Complete one entry per role; continue on a separate sheet if necessary.
Role
Headcount
Annual cost (£)
Key person?
Notes
7.5 Key management and specialist employees (roles, not names)
Describe the management team without unnecessary personal identifiers. Use verified experience and tenure, not assumptions about who will remain after sale.
Complete one entry per key role; continue on a separate sheet if necessary.
Role / function
Length of service (years)
Relevant experience / qualifications
Main responsibilities
Retention / succession arrangements
7.6 Workforce summary by function and bands
Use aggregated, non-identifying groups. Salary bands are optional; avoid disclosure where a small group could identify an employee.
Complete one entry per staff group; continue on a separate sheet if necessary.
Function / department
Headcount
Typical length-of-service range
Indicative annual salary range (£)
7.7 Summarise each owner’s working responsibilities.
Sales, operations, finance, customer relationships — the detail a buyer needs to understand what leaves with the owner.
7.8 Summarise each owner’s remuneration and benefits.
Salary, dividends, pension, company car, expenses and any personal costs met by the business.
7.9 Which owner responsibilities would need replacing after a sale, and at what cost?
7.10 Which employees are difficult to replace?
7.11 How is management structured?
7.12 What training, retention or succession arrangements exist?
Optional images for Section 7 — Employees, management and owner involvement
Suggested: Workplace or team photographs only where everyone identifiable has authorised their use.
Add any suitable images under “Add images for this section” in the secure online fact-find. Not required; the preparation team reviews images before choosing what to include.
Photograph filenames / descriptions to upload:
Section 08
Premises, equipment and intellectual property
Where the business operates, what it owns and what protects it.
8.1 Premises
Be clear about ownership, rent and whether each property is included in the sale.
Complete one entry per premises; continue on a separate sheet if necessary.
Location (town / type)
Owned or leased
Annual rent (£)
Lease expiry
Break clause
Rent review provisions
Assignment / change-of-control consent
Freehold particulars (if applicable)
Included in the sale?
Notes
8.2 How important is the current location to trading?
8.3 Is any premises owned by an owner or connected party?
8.4 Summarise the plant, equipment and vehicles used.
Include approximate value, age and whether owned or financed.
8.5 Is any equipment subject to hire purchase, lease or security?
8.6 What intellectual property does the business use or own?
Trading names, trade marks, designs, software, domain names, know-how, and who owns each.
8.7 Is any of it registered?
Options: Yes / No
8.8 Who owns the intellectual property — the business or an individual?
8.9 Describe stock and work in progress.
Optional images for Section 8 — Premises, equipment and intellectual property
Suggested: Premises exterior, interior, warehouse, office, site facilities or equipment.
Add any suitable images under “Add images for this section” in the secure online fact-find. Not required; the preparation team reviews images before choosing what to include.
Photograph filenames / descriptions to upload:
Section 09
Financial information and proposed adjustments
The figures supplied, and any adjustments the owner believes should be considered.
9.1 Who prepares the accounts?
9.2 On what basis are the accounts prepared?
Options: FRS 102 Section 1A / FRS 105 / Management accounts / Other
9.3 Accounting year end
9.4 Reported results by period
Whole pounds. Leave a figure blank if it is not available rather than entering zero.
Complete one entry per period; continue on a separate sheet if necessary.
Period label
Start
End
Basis
Revenue (£)
Cost of sales (£)
Operating profit (£)
Depreciation (£)
Amortisation (£)
9.5 Proposed adjustments
Each adjustment must be explained and evidenced. Adjustments are reviewed before any are reflected in the financial presentation.
Complete one entry per proposed adjustment; continue on a separate sheet if necessary.
Period
Description
Amount (£, signed)
Explanation
Supporting source or reference
9.6 How should owner remuneration be treated, and why?
Owner remuneration is not automatically added back. Explain continuing duties and any replacement cost.
9.7 Are there one-off or non-recurring items in the reported results?
9.8 Debtors, creditors and accruals
9.9 Stock valuation basis
9.10 Loans, finance agreements and security
9.11 Contingent liabilities, guarantees or disputes
9.12 Grants, subsidies or reliefs received
Optional images for Section 9 — Financial information and proposed adjustments
Suggested: Usually none; upload accounts and financial schedules in Supporting documents instead.
Add any suitable images under “Add images for this section” in the secure online fact-find. Not required; the preparation team reviews images before choosing what to include.
Photograph filenames / descriptions to upload:
Section 10
Growth opportunities, dependencies and material issues
What could be built on, and what a buyer must understand before proceeding.
10.1 Growth opportunities
For each opportunity, record what investment or resource would be required — an opportunity without resource is only an idea.
Complete one entry per opportunity; continue on a separate sheet if necessary.
Opportunity
Investment required (£)
Resources or people required
Timescale
Evidence it is achievable
10.2 If you planned to run the business for another five years, what would you do to develop it?
Consider opportunities you have not pursued, why, and the resources or investment they would need. These are owner ideas, not guaranteed projections.
10.3 What does the business depend on most?
Customers, suppliers, people, systems, licences or the owner personally.
10.4 Are there material issues a buyer should know about?
10.5 Any current or threatened disputes or litigation?
10.6 Any regulatory or compliance matters?
10.7 Insurance in place
10.8 Anything else the buyer should understand?
Optional images for Section 10 — Growth opportunities, dependencies and material issues
Suggested: Relevant facilities, assets or equipment that illustrate a substantiated growth opportunity.
Add any suitable images under “Add images for this section” in the secure online fact-find. Not required; the preparation team reviews images before choosing what to include.
Photograph filenames / descriptions to upload:
Section 11
Supporting documents and photographs
The evidence that supports the fact-find. Uploads are stored privately.
11.1 Which documents are available?
For example statutory accounts, management accounts, contracts, schedules, leases, licences and organisation charts. Redact personal details that are not needed. Do not upload passwords, bank credentials or identity documents.
11.2 What photographs or site information can be provided?
11.3 Document checklist
Complete one entry per document type; continue on a separate sheet if necessary.
Document
Period covered
Availability
Supporting documents and images
Attach accounts, contracts and other evidence using the secure online fact-find. Relevant photographs should be uploaded at the end of the section they relate to, rather than collected here.
Supporting document checklist
Collect what is available and applicable. This supplements the supporting-documents section above.
Outstanding information / further documents: