What tax do I pay when selling a business?
- Nic Round: Chartered Wealth Manager
- Feb 13
- 3 min read
Updated: 1 day ago
What tax do I pay when selling a business?
In the UK, selling a business usually triggers Capital Gains Tax (CGT) on the profit you make. The amount payable depends on how the business is structured, whether reliefs apply, and your wider tax position.
Behind this question are often deeper concerns:
How much of the sale proceeds will I actually keep?
Do I qualify for a reduced tax rate?
Should I restructure before selling?
Can timing affect the tax bill?
Understanding the tax position before a sale is often more valuable than reacting afterwards.
The starting point: Capital Gains Tax
When you sell shares in your business, the gain is generally:
Sale priceminusOriginal cost of sharesminusAllowable costs
The resulting gain is subject to Capital Gains Tax.
For higher-rate taxpayers, the standard CGT rate on most assets is typically 20%.
However, business sales may qualify for relief.
Business Asset Disposal Relief
If certain conditions are met, you may qualify for Business Asset Disposal Relief (BADR).
This can reduce the Capital Gains Tax rate to 10% on qualifying gains, up to a lifetime limit.
To qualify, conditions typically include:
Owning at least 5% of the business
Being an officer or employee
Holding shares for at least two years
The exact rules should be reviewed carefully before assuming eligibility.
A simple example
Imagine:
You sell your company for £2 million
Your original share cost was £100,000
Gain = £1.9 million
If Business Asset Disposal Relief applies:
10% tax on £1.9 million
Tax payable: £190,000
Net proceeds: £1.81 million
If relief does not apply and CGT is 20%:
Tax payable: £380,000
Net proceeds: £1.62 million
The difference is significant.
Eligibility matters.
Other tax considerations
Depending on structure, additional factors may influence tax:
Asset sale vs share sale
Deferred consideration
Earn-outs
Entrepreneurs’ shareholding dilution
Pre-sale restructuring
In some cases, corporation tax may apply before proceeds are extracted.
Timing and structure can materially change outcomes.
When tax planning needs to start
Many reliefs require conditions to be met for at least two years before sale.
Late planning can limit eligibility.
Early planning preserves flexibility.
Tax efficiency often depends on decisions made well before negotiations begin.
The behavioural layer
Often the deeper concern is not only tax.
It is:
Regret about structure
Rushing into a deal
Losing negotiating leverage
Focusing on headline price rather than net outcome
The sale price is visible.The net retained capital is what shapes the next chapter.
Understanding the after-tax outcome often changes how offers are viewed.
A more useful question
Rather than asking only:
What tax do I pay when selling a business?
A more grounded question may be:
What will the net proceeds be after tax, and does that support my long-term financial independence?
Because the transaction is temporary.
The financial consequences are long-term.
Some of the most common practical questions people ask about tax when selling a business are below.
Do I pay income tax when selling my business?
Business sales are usually subject to Capital Gains Tax rather than income tax, though structure matters.
What is the capital gains tax rate on business sales?
If eligible for Business Asset Disposal Relief, the rate may be 10%. Otherwise, standard CGT rates may apply.
Can I reduce tax when selling my business?
Reliefs, ownership structure and timing may influence tax, but planning must comply with HMRC rules.
Does the tax apply immediately after sale?
Capital Gains Tax is generally payable following the tax year in which the sale completes.
A calm place to think first
If you are considering selling your business, there is rarely a need for immediate commitment.
Often the first step is to clarify:
The likely net proceeds after tax
Whether relief conditions are satisfied
How much capital you truly need
What financial independence looks like post-sale
Evoa exists to provide that quiet thinking space — before advice, before action.
Comments