Schools are changing hands more often than at any time in recent memory. Independent schools are merging, joining groups or being sold as fee pressures rise, and academies are moving between trusts as the sector consolidates. These deals involve children, so they carry duties that most transactions do not, and the decision usually sits with governors or trustees who give their time unpaid. A data room gives them a controlled place to review the other side and a record that they did it properly.
Two different routes
An independent school is run by a proprietor, often a charitable company, and its sale or merger is a private transaction that needs the government’s agreement to the new proprietor. An academy is publicly funded under a funding agreement with the Department for Education, and moving it to another trust is a process the Department leads, with the two trusts doing the diligence.
Two routes for schools changing hands
Independent school
Merger or sale- 1Governors or proprietor agree to explore a deal
- 2Two-way diligence: finances, fees, pupil numbers, pensions, safeguarding
- 3Charity law steps where either side is a charity
- 4Prior approval of the change of proprietor from the Department for Education
- 5Completion; parents and staff told
Academy
Transfer between trusts- 1Department for Education agrees in principle to the move
- 2Incoming trust reviews the school: finances, estate, staff, standards
- 3Land and lease consents, including any church or local authority land
- 4Funding agreements and transfer documents signed
- 5Staff transfer under TUPE on the transfer date
datarooms.ukSteps as described on this page
For independent schools, the Department’s guidance on making a material change says a change of proprietor needs prior approval from the Secretary of State. Build the approval application in the room alongside the deal documents, so both sides’ lawyers work from the same facts. Where either school is a charity, the trustees’ duties and the Charity Commission’s merger guidance also apply; our charities page covers that side.
For academies, the incoming trust is taking on a school, its staff and its land rather than paying a price, so diligence focuses on liabilities and condition: finances and any deficit, the estate, staffing and pensions, and educational standards.
What each side reviews
| Area | Independent school | Academy transfer |
|---|---|---|
| Income | Fee levels, discounts and bursaries, debtors, pupil numbers by year | Funding statements, grants, reserves or deficit |
| Pensions | Teachers’ Pension Scheme status and any exit plans, support staff schemes | Local Government Pension Scheme position for support staff |
| Property | Freehold title, planning, boarding houses, condition surveys | Land arrangements, often leases from the council or a diocese, condition data |
| People | Staff contracts, TUPE information, governance | Staff list for TUPE, trust central services |
| Standards | Latest inspection report and action plans | Latest Ofsted report and improvement plans |
Fees, VAT and the numbers
Since January 2025, private school fees in the UK have been subject to VAT, and the change has altered the finances of many independent schools. Buyers and merger partners will want fee income before and after the change, how the school passed the cost to parents, pupil number trends and HMRC registration details. The government’s VAT on private school fees publication explains the policy. Put three years of management accounts, the budget and a pupil number forecast in the finance folder with a short note on assumptions.
Safeguarding comes first
Every school must follow Keeping children safe in education, and the other side will want to know that safeguarding is sound before it commits. Share policies, training records, the latest inspection findings on safeguarding and a summary of any referrals first. The single central record of pre-appointment checks, and any files naming individuals, belong in the most restricted folder, opened late to named reviewers only.
Pupil records, special educational needs files and safeguarding case notes are personal data, much of it about children and some of it special category. The other side needs numbers and patterns, not names. Use year-group and fee-band summaries, and let records move under the proper process when the transfer happens. Our UK GDPR guide covers the principles.
Mistakes schools and trusts make
- Governors sharing a single login, so no one can show which trustees read the papers
- Uploading the single central record in full at the first meeting
- Overlooking pension liabilities until the lawyers raise them late in the process
- Leaving land questions, such as church or council ownership of the site, until after agreement in principle
- Running the deal on staff email accounts that colleagues can see
Budget
A merger of two schools or a single academy transfer needs a room for a few months on a modest plan. A trust taking on several academies, or a school group being sold, should consider a longer arrangement. Schools spend fee or public income, so value matters; compare prices including VAT with our cost calculator.
Questions people ask
Does a change of owner of an independent school need approval?
Yes. Department for Education guidance says independent schools must get prior approval from the Secretary of State to change their proprietor, among other registered details.
How does an academy move to a different trust?
The Department for Education leads the decision, the incoming trust carries out diligence on the school, and the transfer is completed with new funding and land documents, with staff moving under TUPE.
Should the single central record go into the data room?
Only late in the process, to named reviewers, in the most restricted folder. Share safeguarding policies, training records and summaries first.
Why does VAT matter in an independent school deal?
Private school fees have been subject to VAT since January 2025, which changed fee levels and pupil numbers at many schools. Buyers and merger partners will test the finances before and after the change.