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Selling a business · Construction and property

Selling a construction or property business? Separate the property first.

Construction and property businesses often hold valuable property alongside the trade. Buyers want the trade; owners usually want to keep the property. Getting that separation right, before a sale, can protect your reliefs and avoid tax on the reorganisation.

The issues we see

Separating property

Demergers and reorganisations that leave a clean trading company to sell, with the property kept in the family.

Stamp duty land tax

Property moving between companies can trigger SDLT unless reliefs apply.

Developers and contractors

Mixed groups of development, contracting and letting need careful review.

How we help

  • Reviewing trading status and relief qualification well before a sale.
  • Demergers and reorganisations, with HMRC clearances first.
  • Securing stamp duty land tax reliefs.
  • Advising on the sale itself, and on what to do with the property afterwards.

FAQs

Frequently asked questions

Does owning property put Business Asset Disposal Relief at risk?

It can. If a company holds substantial investment property alongside its trade, it may not count as a trading company, which can put the relief at risk. Property used in the trade, such as your own yard or offices, is treated differently from property let to others.

Can I keep the property and sell the trading business?

Yes, and many owners do. The property can often be separated through a demerger or other reorganisation before the sale. Done properly, with the right reliefs and clearances, this can avoid capital gains tax, corporation tax and stamp duty land tax on the reorganisation.

Is a developer's business a trading business?

Property development and construction are usually trading activities, but holding completed property to let is investment. Mixed groups need careful review before a sale.

What happens to the property company once the construction business is sold?

It usually carries on owning the property, often letting some of it to the buyer. Rental profits are taxed in the company in the normal way. Because it is an investment company, its shares usually won't qualify for Business Asset Disposal Relief or Business Property Relief, so longer-term and inheritance tax planning is worth considering.

How early should I start separating property before selling my construction business?

As early as you can. A demerger usually needs HMRC clearances, legal work and sometimes valuations before anything is implemented. The trading status of the company also matters over the two years before the sale for Business Asset Disposal Relief, so leaving it until a buyer appears can limit your options.

What if my company just sells the property before the business is sold?

The company would usually pay corporation tax on any gain on the property. Getting the cash out to the shareholders can then be taxed again, for example as a dividend. That double charge is why owners often look at a demerger instead, which can move the property out without a tax charge if done properly.

Can I take the property out of my company as a dividend?

It is possible to transfer property to shareholders as a dividend in kind, but it can be expensive. The company may be taxed on the gain as if it had sold the property, and the shareholders can be taxed on the value as income. Stamp duty land tax may also need considering, so a planned reorganisation is usually more efficient.

How are deferred payments taxed when I sell my construction company?

A fixed deferred payment is usually taxed as part of your gain at completion, even though you receive the cash later. A cash earn-out of unknown amount is usually valued and taxed as part of the sale at completion too, with later payments dealt with separately. This can mean paying tax before you receive the money, so cash flow needs planning.

What will a buyer check in tax due diligence on a construction business?

Buyers usually look closely at the Construction Industry Scheme, the employment status of subcontractors and VAT on construction work. Errors in these areas can lead to a lower price, a retention or a specific indemnity. Reviewing them before the sale gives you time to put things right.

I own the yard personally and rent it to my company. How is that taxed when I sell?

If you sell the yard alongside your shares, the gain on it can sometimes qualify for Business Asset Disposal Relief, but the conditions are strict. If you keep it and lease it to the buyer, you will keep receiving rent, which is taxed as income. The best route depends on your plans and the buyer's needs.

Free guide

Selling your business: the tax playbook

The reliefs, structures and timing decisions that matter most in the two years before a sale, plus the deal terms and what to do afterwards.

Selling your business: the tax playbook

Planning a sale in the next few years?

The earlier the property is dealt with, the more options you have.

Or write to taxadvisory@aswatax.co.uk

Last reviewed 6 October 2026
Chartered Tax Adviser
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