readiness-check

---
name: readiness-check
description: Turns your lease, your accounts, your premises licence, your staff files, your food safety paperwork and the things only you know into one dated register of everything a buyer's solicitor or accountant will ask for and cannot be given today, with the gap list, the order to fix it in, the lead time each fix needs, a dated print of the public record a buyer reads before they ring you, and a sheet naming who holds each document. Use when you are one to three years from selling, retiring or handing the business to family and nothing has been gathered yet.
---

# A dated list of everything that would stop your sale, in the order it has to be fixed, a year before a buyer ever asks

You give this your lease, your last three years of accounts, your premises licence, your staff records, your food safety file and an honest account of what is only in your head. You get back one register: every document a buyer's solicitor or accountant will ask for, whether you can produce it today, what is missing, how long each missing thing takes to put right, and the order to do them in so the slow ones start first. It scores nothing and it values nothing. There is no readiness percentage in the output, because a number would let you feel finished while the lease consent that takes four months sits untouched.

## What it does

1. **Write down what is actually being sold, before anything else, because every other answer changes with it.** Two different transactions are both called selling the business. Selling the shares in your company hands it over with its lease, licence, staff and history attached. Selling the trade and assets hands over fixtures, stock and goodwill, needs the lease assigning, and leaves the company with you. TUPE regulation 3(1)(a) catches the second, "a transfer of an undertaking, business or part of an undertaking or business situated immediately before the transfer in the United Kingdom to another person where there is a transfer of an economic entity which retains its identity", and not the first, because on a share sale the employer never changes. VAT Notice 700/9 draws the same line for VAT. If you do not know yet, write both columns and expect two versions of half this list.

2. **Read your own public record the way a buyer reads it, before you tidy anything.** A buyer does not ring you first. The free Companies House record gives "company information, for example registered address and date of incorporation", "current and resigned officers", "document images", "mortgage charge data", "previous company names" and "insolvency information", and anyone can "set up free email alerts to tell you when a company updates its details". Print it today, date the print, file it. Then read the filing history: a penalty "is automatically imposed if the accounts are late", at GBP 150 up to one month, GBP 375 to three months, GBP 750 to six months and GBP 1,500 beyond, and it "will be doubled if accounts are filed late in 2 successive financial years". None of that can be tidied retrospectively, which is why it is step 2 and not step 9.

3. **Pull the accounting records themselves, not the filed accounts, and check they cover the period a buyer will ask about.** Companies Act 2006 section 386(1) is one sentence: "Every company must keep adequate accounting records." Section 386(3) requires "entries from day to day of all sums of money received and expended by the company" and "a record of the assets and liabilities of the company", and section 386(4) adds, for a business dealing in goods, "statements of stock held by the company at the end of each financial year". The retention rule and the buyer's ask do not match. Section 388(4) requires a private company to preserve records "for three years from the date on which they are made", a buyer's accountant normally wants three full years plus the current one, and HMRC expects self employed records kept five years past the 31 January deadline. Keep the longest, and record which months are thin.

4. **Get the lease out, read the assignment clause, and find out whether consent is even possible before you speak to an agent.** This is the item most likely to end a sale and it has the longest lead time on the list. Landlord and Tenant Act 1927 section 19(1)(a) implies into a qualified covenant "a proviso to the effect that such licence or consent is not to be unreasonably withheld", while preserving the landlord's right to "payment of a reasonable sum in respect of any legal or other expenses". Section 19(1A) then lets a landlord and tenant under a lease granted on or after 1 January 1996 agree in advance "any circumstances in which the landlord may withhold his licence or consent to an assignment", and the reasonableness test stops helping you. Record the lease date, the clause word for word, the unexpired term, the next rent review, and whether the lease is contracted out of sections 24 to 28 of the Landlord and Tenant Act 1954 under section 38A. A buyer with no right to renew is buying a shorter business.

5. **Record the two lease facts that surprise sellers, on the same page as the clause.** First, the landlord's statutory clock starts only on a written application. Landlord and Tenant Act 1988 section 1(3) owes the duty where "there is served on the person who may consent to a proposed transaction a written application by the tenant for consent to the transaction", and then requires a decision "within a reasonable time", with conditions specified or reasons given, and section 1(6) puts the burden of proof on the landlord. A telephone call to the managing agent starts no clock at all. Second, consent commonly comes with an authorised guarantee agreement under Landlord and Tenant (Covenants) Act 1995 section 16, under which "the tenant guarantees the performance of the relevant covenant to any extent by the assignee". You sell, hand over the keys, and still stand behind the rent your buyer pays until they assign the lease on again.

6. **Check the premises licence and the designated premises supervisor as two separate jobs, because the law treats them as two applications.** Licensing Act 2003 section 42(1) lets a person mentioned in section 16(1) "apply to the relevant licensing authority for the transfer of a premises licence to him", with the licence itself attached "or, if that is not practicable, a statement of the reasons for the failure to provide the licence", and the police have "14 days beginning with the day on which he is notified of the application" to object. Section 43(1) is the one sellers miss: the transfer takes immediate effect only where the application "includes a request that the transfer have immediate effect", and under section 43(3) that request "may be made only with the consent of the holder of the premises licence", which is you. Section 37 is the separate application naming a new supervisor and needs "a form of consent in the prescribed form given by the proposed individual". Record the licence number, the current supervisor, and where the paper licence physically is.

7. **Build the staff file that TUPE regulation 11 will force you to hand over, and date it.** On a sale of trade and assets the transferor "shall notify to the transferee the employee liability information" in writing or in a readily accessible form. Regulation 11(2) lists it: each employee's identity and age, the particulars of employment required by section 1 of the Employment Rights Act 1996, any disciplinary or grievance procedure in the previous two years, any tribunal claim brought in that period or reasonably anticipated, and any continuing collective agreement. It must be correct "as at a specified date not more than fourteen days before" it is given, and supplied "not less than 28 days before the relevant transfer". Check today whether every employee has a written statement of particulars, because that is the item most often missing and it cannot be produced later with an honest date on it. Note too that since 1 January 2024 regulation 13A allows direct consultation where "the employer employs fewer than 50 employees" or "there are fewer than 10 transferring employees", so the ten sits on the number transferring, not on the size of the business.

8. **Find the documented food safety procedure, and if it lives in your head, record it as two problems at once.** Regulation (EC) No 852/2004 Article 5(1) requires food business operators to "put in place, implement and maintain a permanent procedure or procedures based on the HACCP principles", and Article 5(2)(g) requires "establishing documents and records commensurate with the nature and size of the food business to demonstrate the effective application of the measures outlined in subparagraphs (a) to (f)". Article 5(4)(b) requires those documents to be "up-to-date at all times". The buyer asking for the food safety file and the environmental health officer asking for it want the same document, so one afternoon answers both. Record whether it exists, when it was last reviewed, and whether it describes the menu you cook now.

9. **List everything that exists only in your head or on your phone, and give each item an owner, a format and a date it will be written down.** Handshake supplier terms. The price you actually pay rather than the one on the price list. The rota logic, the alarm code, the boiler engineer, the extract cleaning contractor, the licence renewal month. The two corporate customers who book because they know you. Recipe specifications, portion weights and the shortcuts nobody wrote down. Each is a row with a named output: a written procedure, a signed supplier agreement, a lawfully held customer list, a service contract in a folder. This is the slowest category and it is worth nothing until it leaves your head, because a buyer cannot buy what they cannot be shown. If the business is going to family, start earlier still: Business Relief for Inheritance Tax needs that "the deceased owned the business or asset for at least 2 years before they died", and is lost where the business "is being sold, unless the sale is to a company that will carry on the business and the estate will be paid mainly in shares of that company".

10. **Hand the whole register to Codex and get back the dated files, ordered by lead time rather than by how easy each job feels.** Give it every document reference, your answers from steps 1 to 9, and your own estimate of how long each gap takes to close with the reason for that estimate. Then run, from the folder holding your working copies:

   ```
   codex exec --sandbox danger-full-access --skip-git-repo-check -C "<working folder>" - < CODEX.md
   ```

   Back come the register, the document index, the lead time schedule and the gaps file, sorted longest lead time first, so landlord consent and a missing statement of particulars start in month one and the tidy jobs sit where they belong. Codex never decides a gap is unimportant, never estimates a lead time you did not give, and never marks a row closed. Two lead times are set by law rather than by effort and belong at the top on merit: Business Asset Disposal Relief requires the qualifying conditions to be met "throughout a period of 2 years", and the going concern rules in VAT Notice 700/9 are mandatory, so the VAT treatment is settled at the outset, not at completion.

## Then it checks

1. The register states at the top whether the transaction is a share sale or a sale of trade and assets, or records both explicitly, and every TUPE, VAT and lease row is answered against that stated basis.
2. Every document row carries one of held and current, held but out of date, exists elsewhere, or does not exist, and no row is blank or reads probably.
3. The lease rows record the lease date, the unexpired term, the assignment clause quoted word for word, whether the lease was granted on or after 1 January 1996, whether any section 19(1A) conditions are written in, and whether an authorised guarantee agreement is a condition of consent.
4. The licensing rows record the premises licence number, the named designated premises supervisor, where the physical licence is held, and two separate rows for the section 42 transfer and the section 37 variation.
5. Every employee on the payroll has a row recording whether a written statement of particulars exists, and the count of employees with no written statement is stated as a number in the gaps file.
6. Every gap carries a lead time in weeks with a stated reason, and the schedule is sorted longest lead time first, with no gap left undated.

Any check fails: name it, redo that step once. Failed twice: say what is wrong and stop.

## Rules
- Public information only.
- Never invent a fact, a number or a quote.
- Anything sent in someone's name says whose name it is.
- Never state an EBITDA multiple, a turnover multiple, a price per cover or any other valuation benchmark for a single independent UK hospitality business. No published figure exists for one. Every figure in circulation comes from business transfer agents and brokers paid a percentage of the sale, or from firms selling a valuation product. An owner who believes a high borrowed number turns down the one fair offer they get and returns to market a year later looking stale. An owner who believes a low one accepts the first offer and never finds out there were two other buyers. Either way the number did the deciding, and it was somebody else's sales tool.
- Never score readiness out of ten and never report a percentage complete. A score lets an owner feel finished while the four month item is untouched. The output is a list and an order, and the only honest measure of progress is which rows have closed.
- Never mark a gap closed. Only the owner or their adviser closes a row, by naming the document that now exists and the date it was signed or filed.
- Never estimate a lead time the owner did not supply. Landlord consent, a licence transfer and a missing statement of particulars take as long as the people involved take, and a guessed date quietly becomes a plan.
- Never write to a landlord, a licensing authority, a member of staff or a buyer. Telling a landlord you are selling, and telling staff, both have consequences and a sequence, and both belong to the owner and their solicitor.
- Never put employee names, payroll figures, disciplinary history or a customer list into a shared file or an email to a prospective buyer as part of this exercise. The register records that a document exists and where it is held, never its contents.
- This output is a working document prepared for the owner's own solicitor and accountant to check, and for their licensing officer, environmental health officer and HR adviser where those rows apply. It is not legal, tax or valuation advice, and it is not a ruling that the business is ready to sell.

## Built from
- Companies House and GOV.UK, "Get information about a company", https://www.gov.uk/get-information-about-a-company, no publication or updated date shown on the page, read 23 September 2026: the free public record and the email alerts in step 2.
- Companies House, "Late filing penalties", https://www.gov.uk/government/publications/late-filing-penalties/late-filing-penalties, last updated 16 January 2026, read 23 September 2026: the automatic penalty, the private company bands and the doubling rule in step 2.
- Companies Act 2006, sections 386 and 388, https://www.legislation.gov.uk/ukpga/2006/46/section/386 and https://www.legislation.gov.uk/ukpga/2006/46/section/388, both up to date with all changes known to be in force on or before 22 September 2026, read 23 September 2026: the adequate records duty and the three year preservation period in step 3.
- The Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246, regulations 3, 11 and 13A, https://www.legislation.gov.uk/uksi/2006/246/regulation/3, https://www.legislation.gov.uk/uksi/2006/246/regulation/11 and https://www.legislation.gov.uk/uksi/2006/246/regulation/13A, regulation 11 up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the relevant transfer test in step 1 and the employee liability information and current regulation 13A wording in step 7.
- Landlord and Tenant Act 1927, section 19, https://www.legislation.gov.uk/ukpga/1927/36/section/19, up to date with all changes known to be in force on or before 1 December 2022, read 23 September 2026: the reasonableness proviso and the pre-agreed conditions in step 4.
- Landlord and Tenant Act 1988, section 1, https://www.legislation.gov.uk/ukpga/1988/26/section/1, no currency date shown on the page as fetched, read 23 September 2026: the written application trigger and the landlord's burden of proof in step 5.
- Landlord and Tenant (Covenants) Act 1995, section 16, https://www.legislation.gov.uk/ukpga/1995/30/section/16, page states no known outstanding effects for this section, read 23 September 2026: the authorised guarantee agreement in step 5.
- Landlord and Tenant Act 1954, section 38A, https://www.legislation.gov.uk/ukpga/1954/56/section/38A, up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the contracting out test in step 4.
- Licensing Act 2003, sections 37, 42 and 43, https://www.legislation.gov.uk/ukpga/2003/17/section/37, https://www.legislation.gov.uk/ukpga/2003/17/section/42 and https://www.legislation.gov.uk/ukpga/2003/17/section/43, all up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the transfer, the immediate effect request and the separate supervisor variation in step 6.
- HM Revenue and Customs, "Transfer a business as a going concern (VAT Notice 700/9)", https://www.gov.uk/guidance/transfer-a-business-as-a-going-concern-and-vat-notice-7009, published 6 December 2012, last updated 23 May 2025, read 23 September 2026: the share sale distinction in step 1 and the mandatory rules in step 10.
- HM Revenue and Customs, "Business Asset Disposal Relief", https://www.gov.uk/business-asset-disposal-relief, no publication or updated date shown, read 23 September 2026, with Helpsheet HS275, "Business Asset Disposal Relief (2026)", https://www.gov.uk/government/publications/entrepreneurs-relief-hs275-self-assessment-helpsheet/hs275-business-asset-disposal-relief-2026, published 6 April 2026, read 23 September 2026: the two year qualifying period behind the ordering in step 10.
- HM Revenue and Customs, "Business Relief for Inheritance Tax", printable guide, https://www.gov.uk/business-relief-inheritance-tax/print, no publication or updated date shown, read 23 September 2026: the two year ownership condition and the exclusion where the business is being sold, in step 9.
- Regulation (EC) No 852/2004 on the hygiene of foodstuffs, Article 5, as it applies in the UK, https://www.legislation.gov.uk/eur/2004/852/article/5, up to date with all changes known to be in force on or before 31 December 2020, read 23 September 2026: the permanent documented procedure in step 8.

# readiness-check

## You are given
The records position of one UK hospitality business one to three years from a sale, retirement or family handover. The owner's own statement of what is being sold, share sale or sale of trade and assets or both, with the reason. A printed Companies House record dated on the day it was printed, together with the filing history including every late filing with its due date and its actual filing date, and every charge showing on the register whether satisfied or not. The lease: its date, its unexpired term, its assignment clause copied out word for word, whether it was granted on or after 1 January 1996, whether it carries any section 19(1A) pre-agreed conditions on withholding consent, whether consent has historically required an authorised guarantee agreement, the next rent review date, and whether the lease is contracted out of sections 24 to 28 of the Landlord and Tenant Act 1954. The premises licence number, the name of the current designated premises supervisor, and where the physical licence is held. The payroll list, one row per current employee, with whether a written statement of particulars under section 1 of the Employment Rights Act 1996 exists for each one. The food safety file: whether a documented HACCP based procedure exists, the date it was last reviewed, and whether it still matches the menu actually being cooked. The owner's own list of everything that exists only in their head or on their phone, each with a proposed written output, a named owner and a target date. The owner's own estimate, in weeks, of how long each gap identified anywhere in this input will take to close, with the reason for that estimate. Every judgement call, including the transaction basis, whether a document counts as held, and every lead time estimate, has already been made by the owner and is supplied to you.

## Produce
Write into a `./readiness-check-output/` folder:

1. `transaction-basis.md` recording, on separate lines and nothing else: the transaction basis exactly as supplied, one of `share sale`, `sale of trade and assets`, or `both being considered`; the owner's stated reason; and a note that every TUPE, VAT and lease row in the other files is answered against this stated basis, or against both bases where `both being considered` is recorded.
2. `public-record.md` recording, on separate lines: the date the Companies House record was printed; the count of late filings and, for each one, its due date, its filed date and the penalty band it falls in, derived only from the two supplied dates using the bands `not more than 1 month`, `more than 1 month but not more than 3 months`, `more than 3 months but not more than 6 months`, `more than 6 months`; whether any two successive financial years are both late, which doubles the penalty; and every charge on the register with its status as `satisfied` or `not satisfied`.
3. `records-checklist.csv` with these columns in this order: `document_ref`, `document_name`, `status`, `where_held`, `responsible_person`, `note`. `document_ref` is D001 upward, one row per document category the owner was asked about. `status` is exactly one of `held and current`, `held but out of date`, `exists elsewhere`, `does not exist`. No cell in `status` is left blank and none reads `probably`. Every row whose `status` is not `held and current` is also a row in `gaps.md`.
4. `lease-facts.md` recording, on separate lines: the lease date; the unexpired term as at the date supplied; the assignment clause quoted word for word exactly as supplied; whether the lease was granted on or after 1 January 1996; whether the lease contains section 19(1A) pre-agreed conditions on withholding consent, and if so what they are, quoted verbatim; whether an authorised guarantee agreement has historically been required as a condition of consent; the next rent review date; and whether the lease is contracted out of sections 24 to 28 of the Landlord and Tenant Act 1954 under section 38A, stated as `contracted out`, `not contracted out` or `not stated`.
5. `licensing-facts.csv` with columns: `licensing_ref`, `application_type`, `licence_number`, `named_individual`, `physical_licence_location`, `status`. Exactly two rows: one with `application_type` of `section 42 transfer` and one with `application_type` of `section 37 variation of designated premises supervisor`. `status` is exactly one of `not yet needed`, `ready to file`, `document missing`.
6. `staff-particulars.csv` with columns: `employee_ref`, `written_particulars_held`, `note`. `employee_ref` is E001 upward and carries no employee name. `written_particulars_held` is `yes` or `no`. The count of rows reading `no` is carried into `gaps.md` as a single figure.
7. `food-safety-status.md` recording, on separate lines: whether a documented HACCP based procedure exists, `yes` or `no`; the date it was last reviewed, or `not supplied`; and whether it matches the menu currently being cooked, `yes`, `no` or `not stated`.
8. `head-only-items.csv` with columns: `item_ref`, `item_description_verbatim`, `proposed_written_output`, `responsible_person`, `target_date`. `item_ref` is H001 upward. Every row with an empty `target_date` is also a row in `gaps.md`.
9. `lead-time-schedule.csv` with columns: `gap_ref`, `source_file`, `source_row_ref`, `description`, `lead_time_weeks`, `reason_for_estimate`, `set_by`. `gap_ref` is L001 upward, one row for every gap collected from files 3, 6 and 8 plus the two statutory clocks named in the Rules. `set_by` is exactly one of `owner estimate` or `statutory minimum`. The file is sorted by `lead_time_weeks` descending, longest first. No row has an empty `lead_time_weeks`.
10. `gaps.md`, a numbered list combining every item flagged from files 3, 6 and 8, each naming the record, the file and row reference it came from, and the lead time recorded for it in `lead-time-schedule.csv`. End the file with the total item count on its own line.

## Rules
- Codex sorts, counts, derives penalty bands from two supplied dates, and records what it is given. It never decides the transaction basis, never marks a document held, never estimates a lead time the owner did not supply, and never decides whether the food safety file is adequate.
- Never score readiness out of ten and never report a percentage complete anywhere in any file. The only measure of progress is which rows in `records-checklist.csv`, `staff-particulars.csv` and `head-only-items.csv` are marked complete, and only the owner or their adviser marks a row complete, by naming the document that now exists and the date it was signed or filed.
- Never estimate a lead time the owner did not supply. An empty `lead_time_weeks` cell is not permitted; where the owner supplied no estimate for a gap, the gap is recorded in `gaps.md` with the note `no lead time supplied` and excluded from `lead-time-schedule.csv` rather than given an invented figure.
- Always add exactly two rows to `lead-time-schedule.csv` with `set_by` of `statutory minimum`, using only the two clocks fixed by law rather than by effort: the Business Asset Disposal Relief qualifying period, which must run for at least 2 years before a disposal, entered as 104 weeks; and the VAT transfer of a going concern rules, which are compulsory and cannot be opted out of, entered as 0 weeks because the treatment is fixed at the outset rather than something with a lead time to shorten.
- Never write an EBITDA multiple, a turnover multiple, a price per cover or any other benchmark or comparison figure for an independent UK hospitality business into any file. No such published figure exists for one, and none is to be recorded, including a figure supplied in the inputs, which is instead recorded verbatim in `gaps.md` as a borrowed figure with no source.
- Never place an employee name, a national insurance number, a date of birth, a home address, a customer name or a customer list in any output file. `staff-particulars.csv` uses `employee_ref` only.
- Never write to a landlord, a licensing authority, a member of staff or a buyer, and never draft a letter, an email or a notice to any of them. This skill records a position, it does not communicate one.
- Use British English, GBP written as `GBP` or the pound sign, and DD Month YYYY dates throughout. No em dash characters and no en dash characters in any file you write. Any supplied text containing one is recorded verbatim and flagged in `gaps.md`.
- Every quoted clause, licence detail and piece of supplied text is copied exactly, including its punctuation and capitalisation.
- Every file ends with this line: this is a working document prepared for the owner's own solicitor and accountant to check, and for their licensing officer, environmental health officer and HR adviser where those rows apply, it is not legal, tax or valuation advice and not a ruling that the business is ready to sell.

## Return
The absolute path of every file written. The row count of every CSV. The transaction basis recorded in `transaction-basis.md`. The count of late filings and whether any two successive years are both late. Whether the lease was granted on or after 1 January 1996 and whether section 19(1A) conditions are present. The status of both rows in `licensing-facts.csv`. The count of employees in `staff-particulars.csv` with no written statement of particulars. The food safety status recorded in `food-safety-status.md`. The full contents of `lead-time-schedule.csv` in order, longest lead time first, so the two statutory rows and the slowest owner estimate are visible without opening the file. The total item count from the last line of `gaps.md`.