---
title: "What Is Completion Accounts (UK)?"
term: "Completion Accounts (UK)"
description: "Completion accounts in UK M&A are closing financial statements prepared under the sale contract to adjust headline price for actual cash, debt, and working capital at completion."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/completion-accounts-uk
---

# What Is Completion Accounts (UK)?

> Completion accounts in UK M&A are closing financial statements prepared under the sale contract to adjust headline price for actual cash, debt, and working capital at completion.

**Completion accounts (UK)** are the closing balance sheet and profit-and-loss mechanics used in British private M&A to finalize consideration after completion.

## How it works

UK share purchase agreements often include completion accounts clauses defining **effective date** accounts, **completion accounts** preparation window (commonly 30–90 days post-close), and accounting policies (UK GAAP or IFRS as specified). Adjustments typically cover net debt, cash, and working capital against agreed targets or normalised levels. **Locked-box** deals—fixed price with no post-close accounts except leakage claims—are the common alternative; choice depends on buyer risk appetite and seller preference for certainty. Expert determination by an accounting firm resolves disputes without full litigation. For VC-backed UK startups, shareholders' agreement and articles may require investor consents before accepting adjustment methodologies. Tax clearance and HMRC notifications may run parallel to accounts preparation.

## Why it matters

- **Founders:** UK exits require disciplined close management—avoid prohibited leakage in locked-box deals or working capital shortfalls in completion accounts deals.
- **Investors:** LP distributions depend on net proceeds after adjustments; model sensitivity to working capital seasonality in UK B2B businesses.
- **Counsel:** SPA drafting on definitions of debt, cash, and working capital drives fight risk; align management accounts with completion definitions early.

## Common mistake

Using management reporting definitions that differ from SPA-defined working capital—creates surprises when completion accountants apply contract-specific line items.

## Related ideas

Locked-box, leakage, working capital target, share purchase agreement, and expert determination are UK M&A terms paired with completion accounts.

## FAQ

### What are completion accounts (UK) in simple terms?

In a UK share sale, the parties agree targets for working capital and net debt. Completion accounts measure reality at close and move the price if numbers differ from the deal model.

### Why do UK completion accounts matter?

They are standard in British private M&A. Founders selling UK entities must understand locked-box alternatives, completion accounts timelines, and dispute resolution via expert determination.


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Source: https://venturecapitaltracker.com/glossary/completion-accounts-uk