Key tax deadlines around a business sale
Last updated 8 October 2026
A business sale has its own tax timetable, which starts well before heads of terms and runs for years after completion. This page sets out the key deadlines for individuals selling shares in a UK company, with the dates worked through for a sale in the 2026/27 tax year (6 April 2026 to 5 April 2027).
Many of these deadlines can't be put right once they are missed. If a sale is likely, it's worth checking the earlier ones first.
Before the sale
| Deadline | Timing | Why it matters |
|---|---|---|
| BADR qualifying period | Conditions met throughout the 2 years up to the sale | You must be an officer or employee, the company must be a trading company, and you need at least 5% of shares, votes and economic entitlement for the whole two years |
| BADR on EMI shares | Option granted at least 2 years before the sale | EMI shares are exempt from the 5% test, but the two-year period still applies, counted from the grant of the option |
| Section 431 election | Within 14 days of acquiring the shares | A joint election by employee and employer on restricted employment-related shares. Without it, part of a later gain can be taxed as income |
| EMI option notification | By 6 July after the end of the tax year of grant | Applies to options granted on or after 6 April 2024. Options granted earlier had a 92-day deadline |
| HMRC statutory clearance | HMRC must respond within 30 days of a complete application | HMRC can ask for more information within 30 days, and the 30 days then run again from your reply. Allow for this before signing |
The two-year BADR period is the one most often broken by accident, for example by a share issue that dilutes a holding below 5%, or by stepping down from a role too early. Our BADR calculator shows what is at stake.
The main statutory clearances are under s138 TCGA 1992 (share exchanges and reorganisations), s701 ITA 2007 (transactions in securities), s1091 CTA 2010 (demergers) and s1044 CTA 2010 (company purchase of own shares).
At exchange and completion
| Event | Timing | Why it matters |
|---|---|---|
| Date of disposal for capital gains tax | Usually the date of an unconditional contract | This fixes the tax year of the sale and your residence position, even if completion is later |
| Stamp duty on a stock transfer form | Paid, and the form sent to HMRC, within 30 days of the form being signed and dated | A cost for the buyer, at 0.5% of the price for the shares |
| Stamp Duty Land Tax return | Within 14 days of completion | Only where land or buildings in England or Northern Ireland are bought directly, for example on an asset purchase |
Signing an unconditional contract before becoming non-resident can leave the whole gain taxable in the UK. Check the residence checker if a move abroad is planned.
After the sale
| Deadline | Timing | Sale in 2026/27 |
|---|---|---|
| Register for self assessment | By 5 October after the end of the tax year, if you don't already file | 5 October 2027 |
| Report through the real time capital gains tax service (alternative to a tax return) | By 31 December after the end of the tax year | 31 December 2027 |
| Paper self assessment return | By 31 October after the end of the tax year | 31 October 2027 |
| Online self assessment return | By 31 January after the end of the tax year | 31 January 2028 |
| Pay capital gains tax on the sale | By 31 January after the end of the tax year | 31 January 2028 |
| BADR claim | First anniversary of 31 January after the end of the tax year | 31 January 2029 |
A sale made in May 2026 and one made in March 2027 both fall in 2026/27, so the tax is due on the same date. A sale on or after 6 April 2027 falls in the following tax year and gives an extra twelve months before payment.
Deferred consideration paid over more than 18 months
| Rule | Detail |
|---|---|
| When it can apply | The contract sets out instalments of the price that start no earlier than the sale and run for more than 18 months |
| What it allows | You can ask HMRC to let you pay the capital gains tax in instalments rather than all at once |
| Usual pattern | HMRC normally expects tax instalments equal to 50% of each instalment of the price until the tax is paid |
| Latest end date | The earlier of the date the last instalment of the price is due and eight years after the normal due date |
This helps where the price is fixed but paid over time. A cash earn-out of unknown amount is treated differently: it is usually valued and taxed at completion, with later payments compared with that value. The earn-out calculator shows the timing.
Temporary non-residence
| Rule | Detail |
|---|---|
| Period | Non-resident for five years or less |
| Prior residence | Applies where you were UK resident in at least 4 of the 7 tax years before the year you left |
| Assets affected | Gains on assets held before you left |
| Effect | Those gains can be taxed in the tax year you return to the UK |
Leaving the UK before a sale only helps if you sign after becoming non-resident and stay away for more than five years. Even then, the UK's statutory residence test decides when residence actually ends.
The 60-day reporting rule
| Rule | Detail |
|---|---|
| What it covers | UK residential property. Capital gains tax must be reported and paid within 60 days of completion |
| Share sales by UK residents | Not covered. Gains on shares are reported through self assessment or the real time service, and paid by 31 January after the tax year |
| Non-UK residents | Must report disposals of UK property or land within 60 days, even if no tax is due. This includes indirect disposals, such as selling shares in a company that gets 75% or more of its value from UK land |
The 60-day rule is often mentioned on property sales and is sometimes assumed to apply to all gains. For a UK resident selling shares in a trading company, it doesn't.
Sources
- Business Asset Disposal Relief: eligibility (GOV.UK) (opens in a new tab)
- Business Asset Disposal Relief: how to claim (GOV.UK) (opens in a new tab)
- Section 138 TCGA 1992: procedure for clearance (legislation.gov.uk) (opens in a new tab)
- ERSM30450: Restricted securities, elections to exclude outstanding restrictions (HMRC manual) (opens in a new tab)
- ETASSUM56010: EMI option notifications (HMRC manual) (opens in a new tab)
- Self Assessment tax return deadlines (GOV.UK) (opens in a new tab)
- Report and pay your Capital Gains Tax: other capital gains (GOV.UK) (opens in a new tab)
- CG14910: Payment by instalments, conditions and calculation (HMRC manual) (opens in a new tab)
- HS278 Temporary non-residents and Capital Gains Tax (GOV.UK) (opens in a new tab)
- Report and pay Capital Gains Tax on UK residential property (GOV.UK) (opens in a new tab)
- Capital Gains Tax for non-residents: UK property or land (GOV.UK) (opens in a new tab)
- Stamp Duty on shares (GOV.UK) (opens in a new tab)
- Stamp Duty Land Tax (GOV.UK) (opens in a new tab)
We review this page every April and after each Budget.
FAQs
Frequently asked questions
How long before a sale do I need to meet the BADR conditions?
For a share sale, the conditions must be met throughout the two years up to the date of the sale. That includes being an officer or employee, the company being a trading company and, for shares not acquired through EMI, holding at least 5%.
How long does HMRC take to give a clearance?
For the main statutory clearances, HMRC must respond within 30 days of a complete application. It can ask for more information within 30 days, and the 30-day clock then runs again from when you reply. Build this into the deal timetable before signing.
What is a section 431 election and when is it due?
It is a joint election by an employee and the employer that sets aside certain restrictions on employment-related shares when they are acquired. It must be made within 14 days of the acquisition. Missing it can mean part of a later gain is taxed as employment income instead of capital gains.
When must EMI options be notified to HMRC?
For options granted on or after 6 April 2024, the grant must be notified by 6 July following the end of the tax year in which the options were granted. Options granted before 6 April 2024 had to be notified within 92 days of grant. Late notification risks the tax advantages of the options.
When do I pay capital gains tax on selling my shares?
Usually by 31 January after the end of the tax year of the sale. For a sale in 2026/27 (6 April 2026 to 5 April 2027), that is 31 January 2028. The date of disposal is usually the date of an unconditional contract, not completion.
When is the deadline to claim Business Asset Disposal Relief?
The first anniversary of 31 January following the end of the tax year of the sale. For a sale in 2026/27, the deadline is 31 January 2029. In practice, the claim is usually made in the self assessment return for the year of sale.
Can I pay the tax in instalments if I'm paid in instalments?
You may be able to. Where the contract sets out instalments of the price that are paid over more than 18 months, you can ask HMRC to let you pay the tax in instalments. The tax instalments must end by the earlier of the last payment of the price and eight years after the normal due date.
Does the 60-day capital gains tax reporting rule apply to a share sale?
Not for UK residents selling shares. The 60-day rule applies to UK residential property. A non-UK resident selling shares in a company that gets 75% or more of its value from UK land may have to report within 60 days, even if no tax is due.
What if I move abroad after selling my business?
Moving abroad after the date of disposal doesn't remove the UK tax on that sale. If you leave before selling but are non-resident for five years or less, gains on assets you held before leaving can be taxed in the year you return.
Do I need to register for self assessment after a sale?
If you don't already file a tax return, you must tell HMRC by 5 October after the end of the tax year that you need to complete one. You can also report gains through HMRC's real time capital gains tax service, by 31 December after the end of the tax year.
Related
Related pages
Selling a Business
Specialist tax advice for business owners selling a company worth £1m to £50m. Reliefs, pre-sale structuring, deal terms and HMRC clearances.
Read moreHMRC Clearances
Get certainty from HMRC before you complete. Specialist advice on advance clearance applications for share exchanges, reorganisations, demergers and sales.
Read more
Talk to a specialist before you sign anything.
The earlier tax is considered, the more options you have. Book a confidential call.
Or write to taxadvisory@aswatax.co.uk
