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For access to your online account please contact your personal account manager, alternatively email team@regencyfx.com.
When you have spent years building a business, the decision to sell is rarely made lightly. There is due diligence to complete, valuations to agree, lawyers to brief and a hundred smaller details to settle before you get anywhere near completion day. When the buyer is based overseas, there is an additional layer that often gets less attention than it deserves: what happens to the money between signing and settlement.
We are currency exchange specialists, not lawyers, so for the deal itself we would always recommend a solicitor who specialises in international business sales. This guide covers the rest: how the process runs when the buyer is overseas, where the timelines tend to stretch and how to make sure the figure you agreed is the figure you receive.
Most sales follow the same broad path: getting the business ready, finding a buyer, agreeing outline terms, the buyer's checks, the contract, signing and finally completion, with any regulatory approvals slotted in along the way. From accepting an approach to the money reaching your bank usually takes six to nine months, and a little longer when the buyer is overseas.
Every deal moves at its own pace, depending on how prepared the business is, how thorough the buyer is and whether any approvals are needed. The stages themselves rarely change, though, so the guide below gives a fair picture of what to expect, along with the currency touchpoint at each one.
Regulatory clearance. Some sales to foreign buyers need government approval before they can complete. In the UK, the National Security and Investment Act covers certain sensitive sectors, and many other countries have similar checks. A solicitor who specialises in cross-border sales will tell you if this applies to your deal.
The practical point is that approval has no fixed timescale. That is why it is worth allowing some slack in your completion date rather than planning around the earliest possible one. GOV.UK sets out the national security and investment rules.
Distance and time zones. Diligence across jurisdictions, translated documents, foreign counsel and boards in other time zones all add weeks that a domestic sale would not carry.
For currency, the window that matters runs from stage three to stage eight. That is commonly three to six months, and every day of it is exposure if nothing is in place.
Say you are selling a UK business to a German buyer for €6 million. You live in the UK and your costs are in sterling. What you care about is the number that ends up in your account. We use euros here, but the same applies to dollars or any other currency.
The sale agreement sets out what currency the buyer pays in and where the money goes. That is agreed during contract negotiation rather than on the day, so it is settled weeks before completion. The completion statement then lists the exact amounts and the account details.
This matters because the receiving account has to be able to hold the buyer's currency. If nobody nominates one, the money arrives at a sterling account and the receiving bank converts it automatically, at its own rate, with no conversation and no choice. On €6 million a 3% bank margin is roughly £150,000, lost through a default rather than a decision.
The single most useful thing you can do is decide early where the money will land and tell your solicitor, so the correct account details go into the completion statement. Sorting it out afterwards means the money has already been converted by somebody else at a rate you did not agree.
Our dedicated account managers work with sellers and their solicitors to agree this before completion, so your solicitor can send the money straight to us once the sale completes, ready to convert on your terms.
More than most sellers expect, because the sums are large and the timelines are long. On a £5 million sale priced in dollars or euros, the exchange rate on completion day decides what you actually receive.
A 5% move over three months is entirely ordinary. Both GBP/USD and GBP/EUR react to interest rate decisions, political events and market sentiment, which we track daily in our market insights.
If your deal is in dollars, our guide to transferring money from the UK to the USA covers the corridor. If it is in euros, transferring euros to GBP covers the conversion back.
There are four. None is universally right.
Converts your currency at the market rate on the day the funds are ready to move.
Works well when the money has already landed, or completion is days away at a rate you are content with. It is the simplest option and commits you to nothing.
The catch is that you carry the full exposure until the moment you convert. On a deal completing in four months, a spot transfer is a decision to accept whatever the market does in the meantime. See spot rate vs forward contract.
A forward contract fixes an exchange rate today for a transfer taking place later, typically up to 12 months ahead. If you are selling for $3 million with completion expected in ten weeks, a forward tells you today what that becomes in sterling.
Works well when the deal is certain, the completion date is reasonably firm and you need a known number to plan around.
The catch is threefold. It is binding, so it settles whether or not your deal does. It needs a deposit from your own funds before you have received anything. And you give up any benefit if the rate moves your way. The mechanics are covered in how to protect against exchange rate fluctuations with a forward contract.
Sets a target rate above the current market. If the market reaches it, the trade executes automatically. If it never does, nothing happens.
Works well when you have no hard deadline, the funds are already available and you would rather wait for a better rate. There is no deposit and no obligation.
The catch is that it offers no protection at all. If the rate moves against you, the order never triggers and you convert at a worse rate than you could have fixed.
A series of conversions at agreed intervals rather than one lump sum, which for a business sale usually means staggered contracts matched to expected payment dates.
Works well when the proceeds arrive in stages, such as deferred payments, an earn-out or money held back and released later. Averaging across several conversions smooths out any single bad day in the market.
The catch is that averaging cuts both ways. You will not catch the best rate across the period, only something close to the middle of it. See how to manage currency risk on international invoices and payments.
The right choice depends on how certain the deal is, how long the timeline runs, whether the money arrives in one payment or several and how much cash you can commit before completion. Your account manager will go through those with you, including when the honest answer is to wait or do nothing at all.
Once the deal is certain, not before.
A forward contract gives you complete rate certainty. Fix at 1.28 and you receive 1.28, whatever the market does before settlement. On a seven figure sale that turns an unknown into a number you can plan around.
The trade-off is that a forward is binding. If the deal collapses after you have fixed, the contract still has to be settled, and closing it out could cost some or all of your deposit. That is not a reason to avoid forwards. It is a reason to use them at the right point.
Roughly one in three signed letters of intent never reaches completion, with market estimates ranging from a quarter to a half. Axial's 2025 Dead Deal Report found that 46.6% of collapsed deals failed on due diligence findings, which puts the danger zone between heads of terms and signing. That is exactly when sellers are most tempted to fix a rate.
Cross-border deals carry extra risk. McKinsey research into large deals abandoned between 2013 and 2018 found that around 73% by value fell away over valuation disagreements, regulatory concerns or political headwinds, and the last two come up far more often with a foreign buyer.
Most sellers we work with fix at signing or shortly after. If you want protection earlier, fixing a portion rather than the whole limits what is at stake. If the deal is still genuinely uncertain, we will tell you to wait.
When you fix a rate on money you have not received yet, the deposit comes from your own cash. At around 10%, that is roughly £300,000 on a £3 million contract, committed until completion. Most sellers are asset-rich and cash-poor at this point, because their wealth is still tied up in the business they are selling.
The deposit is collateral rather than a fee, and if the contract settles as planned it forms part of the sum you are delivering. We do not make margin calls, so once the deposit is placed there is nothing further to fund before settlement, whatever the market does. Some providers do ask for more, so it is worth checking with anyone you compare us against.
If the deposit would strain things, there are three ways to reduce it:
Not fixing at all is also a reasonable choice. If the deal is uncertain, the timeline is short or the cash is not there, accepting the market rate on completion day is a legitimate decision. We would rather say so than put you into a contract that causes a problem before it solves one.
Very few business sales are one payment on one day. The price is often split, and each piece that arrives later is another moment when the exchange rate decides what you actually get.
Held-back money and earn-outs are the two that catch sellers out. On a £5 million sale, a 10% to 20% holdback is £500,000 to £1 million you may not see for up to two years, and on a £1 million sum a 5% move by then is £50,000. For amounts you can predict, staggered contracts matched to the expected payment dates are the usual approach, leaving the uncertain ones flexible.
The buyer usually proposes their own currency. You may have limited room to argue, but it is worth raising with your advisers early, because whoever deals in their home currency hands the risk to the other side. Occasionally a buyer is comfortable either way and simply has not been asked.
If the rate is already fixed, completion day is administrative rather than tense. The planning that matters happens weeks earlier.
With a forward in place, there is nothing left to decide on the market side. The contract settles at the rate agreed weeks or months earlier.
Your solicitor looks after the sale. We look after the currency, so the figure you agreed is the figure that reaches your bank.
If the buyer is paying in the same currency as you, there is no currency to exchange, so we probably cannot help on this one. We hope the guide has still been useful.
Regency FX client funds are safeguarded through FCA-authorised partners: The Currency Cloud Limited (FRN 900199, owned by Visa), Equals Connect Limited (FCA number 671508) and Sciopay Ltd (FRN 927951). Funds sit in ring-fenced safeguarding accounts, separate from Regency FX's own money and the partners' own money, so they are not available to creditors in an insolvency.
That is a different protection from the FSCS, which covers bank deposits up to £120,000 per person per firm and so means little on a seven figure sale. Full detail is on our safety of your funds page, in how your money is protected when using a currency specialist and in the FCA's safeguarding requirements. Before moving deal proceeds anywhere, check the provider on the FCA Financial Services Register. It takes two minutes.
Business Asset Disposal Relief (BADR), known as Entrepreneurs' Relief until 2020, gives a reduced capital gains tax rate on the first £1 million of qualifying gains across your lifetime. The rate rose to 18% on 6 April 2026, up from 14% in 2025-26. Above that limit, gains are taxed at the standard rate, currently 24% for higher rate taxpayers. GOV.UK sets out the BADR conditions.
For currency planning, work from your expected proceeds after tax and fees rather than the headline price when deciding how much to fix. We are not tax advisers, so take advice from your accountant.
When should I fix my exchange rate when selling a business overseas? Once the sale is certain, usually at signing. Forward contracts are binding, and around one in three deals falls through after heads of terms, so fixing too early can cost you your deposit.
How much deposit does a forward contract need? Usually around 10% of the contract value, paid from your own funds. It is security rather than a fee. With Regency FX there are no margin calls, so nothing more is asked of you however the market moves.
Where does the money go when a business sale completes? To your solicitor, who can send the funds on to a currency specialist to convert. If the money lands in a sterling account instead, the bank converts it at its own rate. On a €6 million sale, a 3% margin costs around £150,000.
Is my money safe with a currency specialist? With Regency FX, client funds are held in ring-fenced safeguarding accounts through FCA-authorised partners, kept separate from company money. FSCS protection is capped at £120,000, so safeguarding is what matters on a sale this size.
Whether you are just exploring a sale to an overseas buyer or already have a completion date in view, it is worth a conversation sooner rather than later. It costs nothing, and it may change what you walk away with.
Find out how we work, read what clients say in our testimonials or get in touch whenever the timing suits.
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