Minority vs Majority vs Rollover: Deal Structures for UK Founders

The structure of a partial sale shapes everything that follows: how much cash you take on completion, how much control you retain, how governance works after the deal, and what your path to a second exit looks like. A minority sale means selling up to 49 per cent while keeping majority ownership, full board control and day-to-day operational authority. A majority sale means selling more than 50 per cent, typically with rollover equity that keeps you invested in the upside and an ongoing role as managing director or executive chair. Rollover equity is the portion of sale proceeds that the founder reinvests into the new entity rather than taking as cash. It aligns the founder's interests with the incoming partner and creates the opportunity for a second exit at a higher valuation. The economics of rollover can be compelling: if the business doubles in value during the partnership period, the founder's retained stake is worth significantly more at the second exit than the cash they would have received by selling outright. This page compares minority, majority and rollover structures across cash, control, governance, risk, valuation and timeline. This guide compares minority, majority and rollover structures across cash, control, governance, risk, valuation and timeline for UK SME founders.

Mergers.co.uk is a sell-side advisory firm acting exclusively for UK business owners. We specialise in partial business sales, strategic trade partnerships and staged exits for SMEs with turnover between £2m and £25m.