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Exit and Capital Gains

The tax on a sale is largely decided in the two years before it, because the reliefs that matter most run on conditions you have to have held throughout that period rather than met on the day.

Exit and Capital Gains

The essentials

Shares or assets is the fork

On a share sale you dispose of the shares, which is a single capital gains event and can qualify for Business Asset Disposal Relief. On an asset sale the company sells its assets, pays tax on the gains inside the company, and you are then taxed again when the proceeds are extracted.

Buyers generally prefer assets and sellers generally prefer shares. Because the two routes tax so differently, the price is not comparable until both have been modelled.

The relief has conditions you have to have already met

Business Asset Disposal Relief is capped at a £1,000,000 lifetime limit per person, and the qualifying conditions must have been held throughout the two years to disposal: a personal company holding with the required share and voting percentages, and the seller an officer or employee, with the company trading.

The rate has also been moving. It was 14% for disposals between 6 April 2025 and 5 April 2026 and is 18% from 6 April 2026, so completion date has a real effect on the number.

Where value leaks

Surplus cash and investment assets sitting in a trading company can put the trading status in question. Shares issued to a spouse the month before a sale will not have met a two-year condition. Company records that cannot survive due diligence turn into price reductions and indemnities, and every one of those is fixable early and expensive late.

What due diligence will find first

The share register and the officer and employee history, then the balance sheet's composition, then the timing of completion against the rate steps. Where the exit is a wind-up rather than a sale, the anti-avoidance rules on capital distributions need looking at before anything is distributed.

The library

Every Exit and Capital Gains article

50 guides, written or reviewed by a specialist accountant and kept current.

BADR 2026 Rate Change: The 18% Rate, the Dates and the Anti-Forestalling Rules

The Business Asset Disposal Relief rate rose to 18% for disposals on or after 6 April 2026, the final step in the schedule set at Autumn Budget 2024: 10% to 5 April 2025, 14% for 2025/26, 18% now. Which rate applies to a given sale turns on the disposal date rules and the Finance Act 2025 anti-forestalling provisions. Here is the full schedule, the timing law, and the numbers at several gain sizes.

6 min read

BADR Accountant: The Checks Before You Sell at 18%

Business Asset Disposal Relief taxes qualifying gains at 18% for 2026/27 instead of the standard 24%, on the first £1 million of lifetime gains. The relief is a claim with strict conditions tested to the day, and most failed claims fail on details an adviser would have caught: the second 5% test, the trading status of the company, a resignation that broke the officer condition. Here is what a BADR accountant actually checks, and when to bring one in.

7 min read

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Selling or winding down in the next two years?

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