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Selling a business

Keep more of what you've built.

Selling your business is likely to be the biggest financial event of your life. The structure of the deal, its timing and the reliefs available can make a difference worth hundreds of thousands of pounds, or more. We make sure those decisions are made deliberately, not by default.

The problem

Most sellers focus on the headline price. But what you actually keep depends on decisions that are often made in a rush, late in the process:

  • whether you qualify for reliefs, and whether you've protected that qualification
  • how the business is structured going into the sale
  • how the price is paid: cash, earn-out, loan notes or shares in the buyer
  • what tax promises you're giving the buyer in the sale agreement

By the time heads of terms are signed, some of these options have already gone.

How we help

Before the sale

  • Reviewing whether you qualify for Business Asset Disposal Relief, and protecting your position.
  • Pre-sale restructuring, such as removing surplus cash or property, or putting a holding company in place.
  • Planning the timing of the sale, dividends and any pension contributions.

During the deal

  • Advising on the tax treatment of the deal structure: earn-outs, deferred consideration, loan notes and share-for-share exchanges.
  • Applying for HMRC clearances where they give you certainty.
  • Negotiating the tax warranties and indemnities in the sale agreement, so you're not exposed to open-ended claims after completion.

After completion

  • Planning for the proceeds, including reinvestment and inheritance tax.
  • Making sure deferred payments are reported and taxed correctly as they arrive.

Who this is for

  • Owners selling to a trade buyer or private equity.
  • Founders selling to their management team (see Management buy-outs).
  • Owners considering a sale to employees (see Employee Ownership Trusts).
  • Shareholders in businesses being sold to UAE or Saudi buyers.

Proof

[CASE STUDY: anonymised seller example, e.g. sector, deal size range, what we did, the outcome]
[TESTIMONIAL]

Why us

You work directly with a senior adviser, start to finish. We move at your deal's pace, and our advice is shaped around value and negotiation, not just tax law.

FAQs

Frequently asked questions

How much tax will I pay when I sell my company?

It depends on how the sale is structured, how long you've held the shares and whether reliefs apply. Gains on shares are generally taxed at capital gains tax rates of up to 24%, while Business Asset Disposal Relief can reduce the rate to 18% on up to £1 million of lifetime gains for qualifying sellers. Structure, timing and the form of payment can all change the final figure.

When should I get tax advice before selling?

Ideally 12 to 24 months before a sale. Some reliefs need conditions to be met for at least two years, and restructuring is easier and safer when it isn't happening under deal pressure. That said, it's never too late to review heads of terms or the sale agreement.

Is an earn-out taxed differently from cash at completion?

Yes. Earn-outs, deferred payments and loan notes can be taxed at different times and in different ways from upfront cash, and the treatment depends on how they're drafted. Getting this right in the sale agreement can affect both how much tax you pay and when you pay it.

Can I sell to a buyer based in the UAE or Saudi Arabia?

Yes. Cross-border buyers are common, and the UK tax position for you as the seller is usually similar. The buyer's structure, payment terms and any shares you receive in the buyer's group need careful review.

Free guide

The seller's tax playbook

Everything to think about in the 12 months before you sell: reliefs, structure, timing and the sale agreement.

Selling your business: the tax playbook

Thinking of selling in the next few years?

The earlier we're involved, the more options you have. Book a confidential call.

Or write to taxadvisory@aswatax.co.uk

Last reviewed 4 October 2026
Chartered Tax Adviser