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Substantial Shareholding Exemption checker

Four questions to see whether a company's share sale could be exempt from corporation tax.

The conditions it checks

The Substantial Shareholding Exemption (SSE) can make a company's gain on selling shares exempt from corporation tax. The checker looks at the main conditions:

  • A company is selling. SSE doesn't apply to individuals.
  • A substantial shareholding. At least 10% of the ordinary shares, with matching rights to profits and assets.
  • Held long enough. For a continuous 12 months within the six years before the sale.
  • A trading company. The company being sold is a trading company, or the holding company of a trading group.

There are further rules, for example on groups, ownership periods carried over from earlier reorganisations, and certain sales to connected parties. Read more about the Substantial Shareholding Exemption.

Last reviewed 7 October 2026

FAQs

Frequently asked questions

How does the SSE checker work?

It asks four questions on the main conditions for the Substantial Shareholding Exemption: whether a company is selling, whether it holds at least 10%, whether it has held that for long enough, and whether the company being sold is trading. You can answer Yes, No or Not sure. It then tells you whether SSE looks likely, may apply or is unlikely.

What does it mean if the checker says SSE may apply?

It means you didn't answer No to any question, but answered Not sure to at least one. The checker lists the points to confirm, such as the dates the shares were acquired or how much of the company's activity is non-trading. Those points need checking before you rely on the exemption.

Does SSE apply to a holding company?

Yes, SSE is often used when a holding company sells shares in a trading subsidiary. The holding company must have held at least 10% for a continuous 12 months within the six years before the sale, and the company being sold must be a trading company or the holding company of a trading group. Where it applies, the gain is exempt from corporation tax.

Why does the checker ask whether a company is selling?

SSE only applies when a company sells shares. If you own the shares personally, SSE can't help, and the main relief to look at is Business Asset Disposal Relief, which taxes qualifying gains at 18% in 2026/27. The checker tells you this if you answer No to the first question.

What counts as a substantial shareholding for SSE?

The selling company needs at least 10% of the ordinary shares of the company being sold, with a matching entitlement to at least 10% of the profits and assets. Different share classes can carry different rights, so it's worth checking the rights attached to each class, not just the number of shares held.

How long must a company hold shares to qualify for SSE?

The 10% holding must have been held for a continuous 12 months within the six years before the sale. A holding company inserted recently may not have met this yet, although ownership periods can sometimes carry over from an earlier reorganisation. Check the dates the shares were acquired before relying on the exemption.

Can cash or property in the company being sold affect SSE?

Yes. The company being sold must be a trading company, or the holding company of a trading group. Substantial investment activities, such as letting property or holding surplus cash, can mean it doesn't meet that test. The test is applied at the time of sale, so keep it under review until completion.

What doesn't the SSE checker cover?

It's a simplified check of the main conditions only. It doesn't cover the further rules, for example on groups, ownership periods carried over from earlier reorganisations, certain sales to connected parties, or what happens after the sale. A result saying SSE looks likely is a good sign, but it isn't confirmation that the exemption applies.

Are my answers to the SSE checker recorded?

No. The checker runs in your browser, and your answers aren't stored or sent anywhere. If you accept analytics cookies, we record only that the tool was used, not how you answered. You don't need to give your name or email address to use it.

What should I do after using the SSE checker?

Work through any points it flags, such as the shareholding, the dates of acquisition and any non-trading activity. Then think about how the proceeds will reach the shareholders, as that can bring its own tax. To confirm your position, book a call or email taxadvisory@aswatax.co.uk, and we'll reply within one working day.

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

Chartered Tax Adviser
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