Your firm
Selling your business: tax checklist
Two years or more before a sale
- Check every shareholder qualifies for Business Asset Disposal Relief, including spouses and family members.
- Review cash, investments and property held in the company.
- Decide whether a holding company, demerger or other restructure is needed.
- Compare exit routes: trade sale, private equity, management buy-out or Employee Ownership Trust.
Twelve months before
- Complete any restructuring, with HMRC clearances in hand.
- Tidy up the share structure and employee share schemes.
- Bring corporation tax, VAT and payroll fully up to date.
- Plan dividends and pension contributions.
Before signing heads of terms
- Compare offers on what you keep after tax, not the headline price.
- Understand how earn-outs, deferred payments, loan notes and rollover shares are taxed.
- Have the proposed structure reviewed for tax.
Before completion
- Negotiate the tax warranties, indemnities and tax covenant.
- Prepare disclosures against the tax warranties.
- Diarise any elections with short deadlines.
After the sale
- Note when capital gains tax is due, and the BADR claim deadline.
- Review inheritance tax: cash usually doesn't qualify for Business Relief.
- Agree where the proceeds will sit, with your wealth adviser.
