What is a partial business sale?

It is a transaction where you sell part of your shareholding, or the company issues new shares to an investor, so you continue as a shareholder alongside the new investor.

What is the difference between a primary investment and a secondary share sale?

A primary investment creates new shares and the money goes into the company to fund growth. A secondary sale transfers your existing shares, and the money is paid to you personally.

Does new investment go to the shareholder?

No. In a primary round the cash enters the company balance sheet. You only receive money personally to the extent that existing shares are also sold.

Is a minority shareholding worth its exact pro-rata percentage?

Not necessarily. Control, marketability, dividend rights, exit provisions and the terms of the shareholders' agreement all influence the price agreed for a minority stake.

What percentage gives an investor control?

As a general guide, above 50 per cent carries an ordinary majority and 75 per cent or more allows special resolutions, but reserved matters and voting rights in the documents can shift practical control well below those levels.

How is retained equity valued?

Here it is shown as your remaining percentage applied to the company value you entered, which is indicative only. What you eventually receive depends on performance and the terms of a later exit.

Can the buyer acquire the remaining shares later?

Often yes. Many partial deals include options, drag and tag provisions or a pre-agreed mechanism for the remaining shares, which is why the documents matter as much as the price.

Does the result include tax?

No. Figures are shown before personal tax, and no Capital Gains Tax or relief is calculated.

Why is a shareholders' agreement important?

Because it sets what you can and cannot do as a continuing shareholder: board seats, reserved matters, dividend policy, information rights and how a future exit is handled.

Business valuation calculators

Partial Business Sale Calculator

Separate money paid to you from money invested into the company

In short

In a partial sale, money either reaches you or the company. Selling existing shares is a secondary transaction and the proceeds are yours. Issuing new shares is a primary investment: the cash goes into the company and dilutes every shareholder. Many deals mix both, so the headline valuation alone does not tell you what you receive.

A partial sale and an investment are not the same transaction. One puts money in your pocket, the other puts money into the company. This calculator keeps the two apart and shows what you retain.

Part of the business valuation calculators suite from BusinessValuation.co.uk. Your result is saved in this browser, so you can compare it with your other calculator results.

How to use this calculator

Choose whether the transaction involves selling your existing shares, issuing new shares to an investor, or both. The calculator separates money paid to you from money invested into the company and shows the ownership retained.

The transaction

What is being proposed?

Whole-company equity value

£5,000,000

Your shareholding before the transaction

Percentage of existing shares being sold

Transaction costs

£60,000

Price for your shares

Leave this off to use the pro-rata figure.

I have a negotiated price for the shares being sold

Consideration structure (optional)

Enter the split only if the amounts have been discussed.

Enter how the consideration is structured

How to read this result

A partial transaction can pay you personally, fund the company, or do both. Selling existing shares transfers value to you. Issuing new shares brings cash into the company and dilutes every existing shareholder, including you. The retained equity figure applies your remaining percentage to the company value you entered and is indicative only. No personal tax is calculated.

Points to consider

Legal control depends on the articles, the shareholders' agreement, voting rights and reserved matters. Percentage alone does not determine control.

Suggested next steps

Confirm in writing which part of the money is paid to you and which part is subscribed into the company.
Review the draft shareholders' agreement, particularly reserved matters, board composition and exit provisions.
Check how any later purchase of your remaining shares would be priced.
Take tax advice on the structure before signing heads of terms.

Your partial sale position

Money paid to you, before tax

£1,440,000

Money paid to you: £1,500,000
Money invested into the company: £0
Pro-rata value of the shares sold: £1,500,000
Negotiated consideration: £1,500,000
Difference against pro-rata: £0
Indicative proceeds after transaction costs: £1,440,000
Cash at completion: £1,500,000
Fixed deferred consideration: £0
Conditional consideration: £0
Post-money equity value: £5,000,000
Investor shareholding after the transaction: 30%
Your shareholding after the transaction: 70%
Dilution: 30 percentage points
Indicative value of your retained equity: £3,500,000
Control position: Above 50%: ordinary majority, subject to the articles

Before you rely on this

In a primary investment, the investment is paid into the company. It is not personal sale proceeds for the shareholder.
Legal control depends on the articles, the shareholders' agreement, voting rights and reserved matters. Percentage alone does not determine control.
Personal tax is not calculated. Take specific advice before agreeing terms.

Next steps

Your result is above and stays visible. Discuss a confidential full or partial sale valuation.

Important information

This calculator provides general, indicative guidance based solely on the information entered. It is not a formal business valuation, tax calculation, legal opinion or recommendation to accept or reject an offer. Actual value and sale proceeds depend on detailed financial, commercial and transaction-specific factors.

How this calculation works

Secondary proceeds to you = company equity value × percentage of shares sold
Primary investment: post-money value = pre-money value + new money invested
Investor percentage (primary) = new money ÷ post-money value
Your retained value = remaining percentage × post-transaction equity value

Worked example: 30% partial sale, mixed structure

Worked example: 30% partial sale, mixed structure
Pre-money equity value	£6,000,000
Existing shares sold to the investor	20% (£1,200,000 to you)
New money subscribed into the company	£800,000
Post-money equity value	£6,800,000
Investor holding after both steps	about 31.8%
Your holding after the transaction	about 68.2%
Indicative value of your retained stake	about £4,640,000

You receive £1.2m in cash, the company receives £800,000 to fund growth, and your remaining stake is worth about £4.64m on the stated post-money value. Changing the primary and secondary split changes your cash without changing the headline valuation.

What each input means

Company equity value: The whole-company value the transaction is based on.
Percentage being sold or issued: The stake the investor will hold.
Transaction mode: Secondary (shares sold by you), primary (new shares issued), or a mix of both.
New money invested: Cash subscribed into the company in a primary round.
Your current holding: Used to calculate dilution and retained value.

How to read the result

The result separates cash to you from cash into the company, shows your diluted holding, and applies your remaining percentage to the stated company value. The retained figure is a pro-rata indication, not a valuation of a minority holding.

What can materially change the result

The primary and secondary split, which determines your cash directly.
Investor rights: preference, ratchets, veto rights and exit provisions.
Whether the stated value is pre-money or post-money.
Any leverage introduced into the company as part of the deal.
What the investor expects at the second exit, and when.

Limitations

It applies no minority discount or control premium to your retained stake.
It calculates no personal tax.
It does not model investor preference, ratchets or liquidation waterfalls.

When this calculator is appropriate

Use it when considering releasing part of your equity, taking investment for growth, or comparing a partial transaction with a full sale.

When it is not appropriate

Do not use it to negotiate investor terms. Rights and preferences can change outcomes more than headline percentages.

Bottom line

Ask one question first: does the money come to me or into the company? Primary and secondary look identical in a headline valuation and are completely different in your bank account.

Questions owners ask

What is a partial business sale?: It is a transaction where you sell part of your shareholding, or the company issues new shares to an investor, so you continue as a shareholder alongside the new investor.
What is the difference between a primary investment and a secondary share sale?: A primary investment creates new shares and the money goes into the company to fund growth. A secondary sale transfers your existing shares, and the money is paid to you personally.
Does new investment go to the shareholder?: No. In a primary round the cash enters the company balance sheet. You only receive money personally to the extent that existing shares are also sold.
Is a minority shareholding worth its exact pro-rata percentage?: Not necessarily. Control, marketability, dividend rights, exit provisions and the terms of the shareholders' agreement all influence the price agreed for a minority stake.
What percentage gives an investor control?: As a general guide, above 50 per cent carries an ordinary majority and 75 per cent or more allows special resolutions, but reserved matters and voting rights in the documents can shift practical control well below those levels.
How is retained equity valued?: Here it is shown as your remaining percentage applied to the company value you entered, which is indicative only. What you eventually receive depends on performance and the terms of a later exit.
Can the buyer acquire the remaining shares later?: Often yes. Many partial deals include options, drag and tag provisions or a pre-agreed mechanism for the remaining shares, which is why the documents matter as much as the price.
Does the result include tax?: No. Figures are shown before personal tax, and no Capital Gains Tax or relief is calculated.
Why is a shareholders' agreement important?: Because it sets what you can and cannot do as a continuing shareholder: board seats, reserved matters, dividend policy, information rights and how a future exit is handled.

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