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Finder's Fee Agreement UK: Share Sales Guide 2025

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Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
When shareholders want to sell a company but do not know where to start looking for a buyer, they often turn to a middleman. That person, usually called a finder or business broker, earns their living by making introductions that lead to deals. A finder's fee agreement is the contract that sets out how this arrangement works: who is appointing whom, what counts as a successful introduction, how much the finder gets paid, and when. It is a simple idea, but the details matter. Getting the wording wrong can lead to disputes over whether a fee is owed, how much, and who has to pay it. In this guide I walk through how these agreements operate in the context of UK share sales, what the key commercial levers look like, and the points worth thinking about before you put your name to one.

What this document is

A finder's fee agreement is a commercial contract between a company (or its shareholders) and a third party who will go out and find a buyer for the company's shares. The finder does not negotiate the deal on your behalf and is not acting as a solicitor or corporate finance adviser.

Their job is narrower: to make the introduction. If that introduction leads to a completed sale, the finder is entitled to a fee, typically calculated as a percentage of the sale price. The agreement sets the rules of engagement. It names who is appointing the finder, what shares are in scope, whether the finder has exclusivity, how long the appointment runs, what information the finder can share with prospective buyers, and how the fee is calculated and paid.

In share sale situations, the agreement is usually signed by the company on behalf of the shareholders, with the shareholders ultimately bearing the cost of the fee in proportion to their holdings.

How to use this document

  1. Decide who is appointing the finder. In most share sales the company signs the agreement, but the shareholders are the ones selling and the ones who ultimately pay. Make sure the document is clear about who has authority to appoint the finder and how the cost will be recovered from each shareholder, usually on a pro-rata basis tied to their shareholding.
  2. Agree the scope of what the finder is doing. Spell out whether the finder is looking for a buyer for all the shares, a majority stake, or a minority investment. The more specific you are, the less room there is for argument later. Include what industries, geographies, or types of buyer are in or out of scope so both sides know what a valid introduction looks like.
  3. Settle the fee structure and trigger. Finder's fees are commonly a percentage of the gross sale price, but the trigger matters just as much as the number. Is the fee earned on introduction, on signing heads of terms, or only on completion? What happens if the deal completes months after the agreement ends? Clear drafting here prevents expensive disputes.
  4. Decide on exclusivity and term. An exclusive appointment means only this finder can earn a fee during the term, even if a buyer comes from another source. A non-exclusive appointment lets you run several finders at once. Both have trade-offs: exclusivity tends to motivate a harder push, non-exclusivity spreads the net wider. Set a sensible term and a clean termination mechanism.
  5. Build in protections for both sides. Include confidentiality, a tail period (so the finder still earns their fee if a deal completes shortly after termination with a buyer they introduced), warranties that the finder is properly authorised, and clarity on expenses. Both parties should know exactly what they have signed up for before any introductions are made.

Common questions

If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £89.

Common questions

Q Who pays the finder's fee in a share sale?
In most arrangements the company signs the agreement and pays the finder on completion, then recovers the cost from the selling shareholders in proportion to the number of shares each one sells. This mechanism keeps things tidy at completion and means no individual shareholder has to pay the finder directly. The agreement should spell this out so there is no confusion when the money flows.
Q Is a finder the same as a corporate finance adviser or broker?
Not quite. A finder's role is usually narrower: they make introductions and earn a fee if a deal results. A corporate finance adviser typically runs the process, prepares information materials, negotiates terms, and guides shareholders through completion. Some firms do both, but the contract should make clear which role is being performed. Regulated investment activity may require FCA authorisation, so check what the finder is actually doing.
Q What is a tail period and why does it matter?
A tail period is a window after the agreement ends during which the finder can still earn their fee if a sale completes with a buyer they introduced. Without it, a company could let the agreement lapse and then close a deal with the finder's introduction fee-free. Tails typically run for six to twenty-four months and are one of the most negotiated points in these contracts.
Q Should a finder's fee agreement be exclusive?
It depends on your appetite. Exclusivity motivates a finder to invest time because they know a deal cannot go elsewhere. Non-exclusivity gives you more shots on goal but each finder knows they are competing. If you do grant exclusivity, keep the term short and include performance milestones so you can exit if little is happening.
Q How is the fee usually calculated?
The most common structure is a percentage of the gross sale price of the shares, often on a sliding scale. Some agreements use flat fees, some add a retainer, some pay part on introduction and part on completion. What matters is that both sides understand exactly what number the percentage applies to, whether VAT is on top, and when payment is due.
Q Can the finder share confidential information about the company?
The finder will need to share some information to attract interest, but anything sensitive should go out only under a non-disclosure agreement with the prospective buyer. The finder's fee agreement itself should contain confidentiality obligations on the finder, limits on what can be disclosed without permission, and a requirement to obtain NDAs from anyone they approach.
Q What happens if the deal completes but at a lower price than expected?
The fee is usually tied to the actual completion price, so if the deal closes at a lower value the finder's fee goes down with it. If the agreement contains a minimum fee or a fee payable on signing heads rather than completion, the finder may still be owed that amount. Read the trigger and the calculation clauses carefully before signing.
If you're dealing with this kind of situation, speak to an experienced legal adviser who can walk you through it — from £89.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

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Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.