A sale is within three years
The company can be reviewed for trading status, shareholder eligibility, record gaps and assets a buyer may not want.
Business owners · Sales & exit planning
Prepare the shareholder and the company before the buyer sets the timetable.
The structure of a business sale can change the tax result, the risks retained and when proceeds are received. We review relief conditions, model the deal routes and strengthen the evidence before heads of terms remove flexibility.
- FCCA & CTA expertise
- Experience at BDO & KPMG
- Responses in hours, not days
- Fees agreed upfront
Expert perspective
A strong exit starts before a buyer appears.
A buyer may prefer to acquire assets while shareholders usually focus on a share sale. Deferred proceeds, earn-outs, rollovers and retained shares can each be taxed differently and can leave the seller carrying different risks.
Business Asset Disposal Relief has detailed ownership, employment and trading conditions that generally need to be met over a qualifying period. Surplus investment activity, historic share changes or leaving employment at the wrong time can affect a claim, so eligibility should be tested before documents are signed.
We model the post-tax cash and timing under realistic deal structures, identify remedial actions and support the tax elements of due diligence and legal drafting. The objective is not simply a lower headline rate; it is a deal that delivers the intended value with understood obligations.
When this matters
Recognise the point at which advice adds value
The best result usually comes from reviewing the position before documents are signed, money moves or a filing deadline becomes urgent.
Heads of terms are being discussed
Tax, price mechanism, earn-out design and deal perimeter need input before the commercial outline hardens.
Management or a co-owner will buy
Funding, consideration, employment, purchase of own shares and anti-avoidance provisions must be coordinated.
A shareholder wants to leave
The company, remaining owners or an external buyer may acquire the interest, with very different tax and legal outcomes.
The technical review
The areas we bring into one review
Good advice connects the tax analysis to the records, legal steps, cash position and longer-term objective.
Deal structure
Share sale, asset sale, purchase of own shares, liquidation, management buyout or a staged transition compared on commercial and tax grounds.
BADR eligibility
Shareholding, voting and economic entitlement, office or employment status, trading activity and the relevant qualifying period evidenced.
Consideration
Cash, loan notes, earn-outs, deferred payments, rollover equity and the risk that tax arises before proceeds are fully received.
Company readiness
Statutory records, share history, director’s loans, related parties, tax filings, employment status and material balance-sheet items.
Pre-sale transactions
Dividends, bonus, pension funding, property or cash separation and whether proposed steps have a genuine commercial basis.
Post-sale position
Capital-gains reporting, payments on account, investment of proceeds, family gifting and estate planning coordinated with regulated advice where needed.
What changes the answer
The headline price is not the same as post-tax, risk-adjusted value.
We quantify what is received, when it is taxed and which obligations continue after completion.
- 01Is the buyer purchasing shares, selected assets or a clean business separated from other activities?
- 02Do all shareholders independently satisfy the conditions for any relief being claimed?
- 03How are deferred, contingent or rolled-over proceeds valued and when could tax become payable?
- 04Which warranties, indemnities, completion adjustments or retained liabilities could reduce the value actually kept?
How UA Tax works
A clear route from question to implementation
You will know what we need, what we will deliver and which decisions remain yours.
Define the decision
We clarify what you need to achieve, the deadline and the commercial constraints before considering tax treatments.
Establish the facts
We review the records, ownership, prior filings and relevant transactions so the advice starts from reliable information.
Compare the routes
You receive a clear explanation of the viable options, their tax effects, practical risks and implementation sequence.
Implement and document
Once scope and fees are agreed, we coordinate the filings, elections, clearances and other advisers needed to complete the work.
Questions worth asking
Frequently asked questions
When should exit tax planning begin?
Ideally several years before a likely sale because some relief conditions run over a qualifying period and structural changes need commercial substance. Even a late review can still identify reporting risks and improve deal decisions.
What is Business Asset Disposal Relief?
It is a relief that can apply a reduced capital-gains rate to qualifying business disposals, subject to a lifetime limit and detailed conditions. Eligibility and the rate in force at disposal must be checked at the time.
Does every 5% shareholder qualify for BADR?
No. Voting rights, economic entitlement, employment or office-holder status, company trading status and the qualifying period all matter. EMI option shares have a different set of conditions.
Is a share sale always better than an asset sale?
Not automatically. A share sale can be more direct for sellers, but buyers may price inherited risks. An asset sale can create tax in the company and again on extraction, yet may be commercially necessary.
How are earn-outs taxed?
The treatment depends on whether the right is ascertainable, contingent, employment-linked or exchanged for securities. Tax timing can differ from cash receipt, so drafting and valuation need early review.
Can surplus cash be removed before sale?
Often a buyer will negotiate a cash-free, debt-free deal, but the extraction route, trading-status impact and legal constraints must be considered. A pre-sale restructure is not always necessary or efficient.
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Related advice
Bring the decision into focus before you act.
Start with a short initial call, or book a focused consultation if you already have a specific transaction or technical question to resolve.