Taxes to be considered on the Sale of a Business


After having detailed discussions with various clients who sold their businesses. I concluded only 1% of them had a very basic overview of the taxes to be considered on the sale of a business. I have tried to explain the whole stuff in basic language for the ease of a layman who wants to know about these taxes.

You normally sell your company to retire, launch a new business, or diversify your wealth but all demands planning. Preparation in advance enables you to appreciate the business selling method and tax implications.

Sale of Shares or Business assets?

You have two fundamental alternatives when selling a business: selling the company’s shares that comprise all assets and liabilities (a “Share Sale”) or selling just the assets, name, and goodwill (an “Asset Sale”).

The sale of business shares is preferable to the sale of assets. If the firm sells its assets, name, and goodwill, you will be required to deduct the selling gains, which might result in double taxation. You must also manage any outstanding liabilities and the legal framework of the company. Alternative sales agreement options include mergers, consolidations, share swaps, and recapitalizations.

Tax repercussions are an important aspect of a firm’s selling strategy. You don’t want a hefty tax bill. The tax implications will depend on the form of your business, the amount of profit you realize from the sale, and your eligibility for tax relief programs.

Below are a few tax factors to consider when selling a business.

Entrepreneurs’ Relief (Business Asset Disposal Relief)

The most important tax consideration when selling a business is whether you qualify for Business Asset Disposal Relief (BADR), which reduces the capital gains tax to 10% on eligible profits. Business Asset Disposal Relief is available to Company Directors, Sole Traders, Partners, and Employees. You may claim Business Asset Disposal Relief as frequently as you want, however from 11 March 2020, the total amount you may claim will be reduced from £10 million to £1 million.

In theory, sellers might still claim the larger £10 million sum if a company was sold in 2019-2020 and before 11 March 2020 – the deadline to claim this relief would be 31-01-2022. If the seller sells property between April 6, 2019 and March 10, 2020, BADR must be claimed by January 31, 2022. The restriction may not apply.

BADR: Do you qualify?

Business Asset Disposal Relief is provided if the following assets are disposed of:

  • Your sole proprietorship or partnership, as well as its assets upon closure
    • Voting shares in a “Personal Company” of which you own at least 5%
    • Loans to your company

The following must hold true while selling your business:

  • Sole owner/partner
    • You have been the owner for two years prior to its sale or closure.
    • You sell company assets within three years of selling or closing the business • You have not hit the lifetime maximum of £1 million

Before selling shares, the following conditions must hold:

  • You hold 5% of the voting shares of the firm. • You get 5% of the company’s profits and net assets.

If you work for or manage a business (or a group of businesses), the company’s primary activity is likely trading. However, many businesses have a hybrid operating status, which means they partake in both trading and non-trading activities, like collecting rent or interest. Non-trading activities should be kept at a minimum, though. According to HMRC, 20% of trading activity is “significant” (Hybrid of trading & non-trading).

When assets are sold that were loaned to a business, all of the following must be true that you:

  • Sold off 5% of the shares in a business partnership or Personal Company.
    • have been the owner of those assets, but you loaned to your business (Partnership or LTD Company) and utilize them for a year prior to the sale of your business.

Gains made while living outside the UK might not have to be taxed.


Tax on the Gains you made from the business sale:

If you are a sole proprietor or partner and sell or dispose of a firm asset for a profit, you may incur Capital Gains Tax (CGT).

  • Real estate • Machinery • Stocks • Goodwill, trademarks, and customer lists

You must compute your earnings and compare them to your personal allowance (in 2021-22, you may earn up to £12,300 tax-free in capital gains). Our article explores CGT.

Deferral Relief

Deferral Relief may delay Capital Gains Tax. EIS provides this (EIS). This initiative supports investment in UK startups that are not publicly traded.

Deferral Relief permits you to defer a CGT liability arising from the disposal of any asset if you buy in shares of an unquoted trading firm. EIS investments are hazardous and not suitable for all investors. Consult a financial professional if you are considering the EIS.

Corporation Tax

If you are running your business through a Ltd company, asset sales are subject to Corporation Tax. Calculating gains is necessary for determining tax obligations. When filing your Company Tax Return, you must include a profit statement. Allowances and exemptions impact your tax liability.

Taxation of shares

Taxes must be taken into account when selling a company for stock. Accepting shares as payment may postpone your tax on capital gains. Profits on shares may be retained until they are sold. Business Relief may provide inheritance tax exemptions for shares. A seller whose ownership dropped below 5% as a result of the issuance of additional shares may still claim BADR. The seller must elect to be regarded as having sold and repurchased the shares prior to the issuance of new shares. The seller may assert BADR on the profit. This may be challenging; seek advice.

If the seller wants to qualify for BADR, they must have purchased their EMI shares after 05-04-2013 and have held onto them for at least two years before selling.

You should think about your tax and financial circumstances carefully before taking out profits. Withdrawing too much cash might result in a reduction or elimination of tax breaks including the personal exemption. Universal credit and child benefit tax penalty. Stay away from the 45% tax penalty.

Any “working capital” or “cash for cash” arrangements that need to be made prior to selling your company will be expected by the buyer. Cash-out big sums of money years before a sale to reduce your taxable gain.

Conclusion: (Taxes to be considered on the Sale of a Business)

Remember that tax rules are subject to change if you want to sell a business; thus, you should consult with a tax professional like us in advance. When seeking this tax refund, shareholders with a complicated share structure should obtain counsel. Please contact us at 02071559545 or info@taxsteins.co.uk