Share & Shareholder Valuation
Share and Shareholder Valuation for UK Private Companies
Independent valuations for buy-outs, transfers, shareholder disputes, divorce, probate and HMRC submissions. Written, signed, defensible reports.
A share in a UK private company is not the same as a share in a listed business. There is no daily market price, no order book, and no easy way for a holder to convert the paper value into cash. That is precisely why share and shareholder valuations exist: to establish, in writing and on defensible methodology, what a parcel of shares is actually worth at a specific date, for a specific purpose, in a specific company.
When you need a share valuation
We are most often instructed in six situations. Shareholder buy-outs, where an existing holder is leaving and the company or remaining shareholders are acquiring the shares. Share transfers between existing holders, including pre-emption pricing under the articles of association. Shareholder disputes, including unfair prejudice petitions under section 994 of the Companies Act 2006 and expert determinations. Divorce, where shares in a family-owned company are part of the matrimonial pot and a single joint expert valuation is required. Probate, where private company shares form part of the deceased's estate and a valuation is needed for inheritance tax purposes. New share issues, including EMI options, growth shares and external investment rounds.
Methodology that holds up under challenge
Our default methodology starts with the enterprise value of the company as a whole, calculated using the same earnings-based, DCF and asset-based methods we apply to whole-company valuations. We then move from enterprise value to equity value by deducting net debt, before moving from total equity value to the value of the specific shareholding being valued.
That last step is where most amateur share valuations fail. Minority shareholdings attract two distinct discounts. The first is a minority discount, which reflects the holder's inability to control dividend policy, set strategy or force a sale. The second is a discount for lack of marketability, which reflects the absence of a ready buyer. Our reports apply both discounts with evidence, citing the shareholder rights in the articles, the dividend history, the realistic prospect of an exit and the relevant academic and tribunal evidence on discount ranges.
Reports that survive scrutiny
A valuation report from BusinessValuation.co.uk sets out the purpose of the valuation, the valuation date, the standard of value being applied (market value, fair value, investment value or another defined basis), the methodology, the evidence, the reasoning behind every key judgement, and a clearly stated conclusion. It is written so an independent third party. A court, an expert, HMRC, an accountant or another valuer. Can follow the analysis without our help and test every assumption.
Where the engagement is a single joint expert appointment, the report addresses the specific questions set by the parties and complies with the relevant procedural rules. Where the engagement is for HMRC, the report is structured around the information HMRC's Shares and Assets Valuation team expects to see. The substance is the same in every case: clear methodology, clear evidence, clear conclusion.
Independence and fixed fees
Every share valuation we deliver is conducted on a fixed-fee basis, agreed before any substantive work begins. We do not act on contingency, we do not take commission, and we do not act for both sides of an adversarial process without explicit consent. That structural independence is what makes the report useful when the stakes are real. and the stakes in a buy-out, a dispute or a divorce are almost always real.
Share and shareholder valuation FAQ
Common questions from UK shareholders, company directors and their advisers.
What is a share valuation for a private UK company?
It is an independent assessment of the market value of a parcel of shares. Usually a minority or majority block, in a UK private limited company. The valuation is written up in a signed report and is used as evidence in buy-outs, transfers, disputes, divorce, probate and HMRC submissions.
How is a minority shareholding valued?
A minority shareholding is valued from the full enterprise value of the business, then adjusted for two reductions: a minority discount (because the holder cannot control the company) and a discount for lack of marketability (because there is no liquid market for the shares). The combined discount typically ranges from 10% to 40% depending on shareholder rights, dividend history and the realistic prospect of an exit.
Do shareholder agreements override an independent valuation?
If the shareholders' agreement or articles specify a valuation mechanism, for example, a fixed multiple of EBITDA or a named formula, that mechanism is legally binding and must be applied. Where the agreement simply requires 'fair value' or 'market value' to be determined by an independent expert, our role is to apply professional methodology to reach that figure.
Can the same valuer act for both sides in a buy-out?
Yes, with the consent of both parties and on a single-expert basis. This is often the most cost-effective and fastest path to settlement, particularly where the parties want to avoid litigation. The valuer's duty is to both parties equally and the report is binding only if the parties have agreed it will be.
How are shares valued in a divorce?
Family courts in England and Wales typically require a single joint expert valuation under CPR Part 35. The valuation is prepared on a 'fair value' basis, usually as at a date set by the court, and addresses both the gross value and the realistic post-tax proceeds the shareholding could deliver if sold. Liquidity and lock-in are critical: a paper valuation that the spouse cannot actually realise is treated differently from cash.
How long does a share valuation take?
Two to four weeks from receipt of complete financial information for most UK SMEs. Urgent valuations for court timetables or contractual deadlines can be accelerated where required, with the timetable agreed at scoping.
What information do you need?
Three years of statutory accounts, the latest management accounts, the most recent shareholders' agreement and articles of association, a current cap table, details of any dividend or distribution history, and a short summary of the reason for the valuation. We issue a clear information request at engagement.
Will the valuation be accepted by HMRC or the court?
Our reports are prepared to a standard suitable for HMRC submissions, court evidence and expert determinations. The methodology, evidence base and reasoning are all set out in the report itself so a third party can follow the logic and test the assumptions.
Get an independent share valuation you can stand behind
Confidential conversation with Tony Vaughan. Fixed fees. HMRC, court and dispute-ready.