Simple Tax Moves to Keep More of Your Sale Proceeds

February 13, 2025•2 min read

One-sentence takeaway: a few well-timed decisions on structure, reliefs, and payment schedules can trim thousands off your tax bill when you sell.

1 Favour a share sale over an asset sale

Selling shares often qualifies for capital gains treatment at 10 % or 20 % rather than income tax rates as high as 45 %. It also avoids double taxation on profits already earned inside the company.

2 Secure Business Asset Disposal Relief (BADR)

• Hold at least 5 % of shares and voting rights for two years
• Ensure the company remains trading up to completion
• When conditions are met, the first £1 m of lifetime gains is taxed at 10 % instead of 20 %

Confirm with your accountant that you still meet the two-year rule before you sign heads of terms.

3 Spread gains across tax years with deferred payments

Seller finance or earn-outs let you receive part of the price after 5 April, pushing some gain into the next tax year. This can free an extra annual CGT allowance and keep each slice within lower bands.

4 Use pension contributions for last-minute relief

Before completion the company can make an employer pension contribution up to your available annual allowance. This reduces corporation tax in the final trading year and shifts cash to your pension pot tax-free.

5 Share ownership with your spouse or civil partner

Transferring shares between spouses is free of CGT. A modest stake moved at least two years pre-sale doubles the use of annual CGT allowances and BADR limits. Formal paperwork and updated share registers are essential.

6 Keep the company “trading”

More than 20 % of activity in investment assets or property can jeopardise reliefs. If you hold surplus cash or property, consider distributing or de-merging them before marketing the business.

7 Plan exit timing around year-end

Closing just after the company’s year-end gives you clean, signed accounts for due diligence and can align tax liabilities neatly with your personal filing cycle.

Quick self-check for owners

Do you still meet the two-year BADR tests on shareholding and employment?
Have you modelled the CGT bill on share sale versus asset sale?
Could vendor finance move some gain into the next tax year?
Have you spoken to your accountant about a final pension top-up?

Next step

Book a thirty-minute call with your tax adviser this week, walk through the seven points above, and lock any actions into your sale timetable before heads of terms are drafted.

business sale tax UK

Mark Guy Gerard Camilleri

I’m an SME investor with a background in social housing and over five years of experience working closely with government bodies to provide safe, high-quality housing for vulnerable communities. Through this work, I’ve developed a deep understanding of the essential services that support the housing sector — from pest control to electrical, plumbing, and HVAC services. My current focus is on acquiring and scaling established businesses in these core areas, especially those with strong local reputations and long-standing customer relationships. I’m not a corporate buyer looking to strip away what makes a business special. I take a human, collaborative approach to M&A — whether that means a full exit for the owner, a phased transition, or finding ways to work together post-sale to grow the business. If you’re a business owner thinking about the next chapter, I’d love to have a no-pressure conversation about what that could look like — and whether there’s a way we can align.