Trading status
Investment property alongside the trade can put Business Asset Disposal Relief at risk.
Selling a business · Construction and property
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.
Investment property alongside the trade can put Business Asset Disposal Relief at risk.
Demergers and reorganisations that leave a clean trading company to sell, with the property kept in the family.
Property moving between companies can trigger SDLT unless reliefs apply.
Mixed groups of development, contracting and letting need careful review.
FAQs
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.
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.
Property development and construction are usually trading activities, but holding completed property to let is investment. Mixed groups need careful review before a sale.
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.
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.
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.
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.
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.
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.
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.
Related advice
Specialist tax advice for business owners selling a company worth £1m to £50m. Reliefs, pre-sale structuring, deal terms and HMRC clearances.
Read moreSeparate property, businesses or shareholders without an unexpected tax bill. Demergers, holding company insertions and HMRC clearances.
Read moreGet your business sale-ready. Specialist tax advice on holding companies, extracting cash and property, and protecting reliefs before you sell.
Read moreMake sure you qualify for Business Asset Disposal Relief when you sell. Specialist advice on the conditions, the 18% rate and protecting your claim.
Read moreFree guide
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
The earlier the property is dealt with, the more options you have.
Or write to taxadvisory@aswatax.co.uk
