How to Avoid Tax When Selling a Business in the UK?

Did you know that a staggering 65% of business owners in the UK are currently pursuing an exit strategy amidst economic uncertainties? With concerns about potential tax regime changes and the impact of inflation, the need for effective tax planning when selling a business has never been more crucial. In this article, we’ll explore multiple ways to minimise your tax liability and retain more of the proceeds from the sale of your business.

Selling a business can incur a large capital gains tax (CGT) liability. However, there are multiple ways to reduce your tax liability when selling a business in the UK. It’s crucial to plan ahead and consider various tax planning strategies to minimise your tax obligations. This article will explore effective approaches to avoiding tax when selling a business in the UK, including qualifying for business asset disposal relief, utilising investors’ relief, retaining profits within the business, and leveraging various exit strategies and tax-efficient investment options.

Rising Business Exits Amid Economic Uncertainties

The current economic and political climate is prompting more business owners in the UK to consider selling their companies. A recent survey conducted by Evelyn Partners found that 65% of the respondents are currently pursuing an exit strategy, and 40% intend to exit within a year. This trend is largely driven by concerns about a potential change in government and subsequent changes to the tax regime, difficulty in accessing long-term capital, and the impact of inflation.

Inflation and Potential Tax Regime Changes Prompt Exits

Business owners are increasingly concerned about the impact of rising inflation on their operations and profitability. Additionally, the threat of tax regime changes, particularly in the wake of a potential change in government, is prompting many entrepreneurs to consider selling their businesses while they can still take advantage of favourable tax policies.

Considering Financial Goals for Reinvesting Proceeds

As business owners weigh their options, they are also carefully considering their financial goals for reinvesting the proceeds from the sale of their businesses. Some may choose to diversify their portfolios, while others may seek to reinvest the funds in new ventures or retirement planning.

Plan Ahead for Tax Planning Strategies

When it comes to minimising tax liabilities on the sale of a business, careful tax planning strategies and effective timing are crucial. Business owners should not wait until they have a deal on the table before exploring their options. Leaving tax planning until the last minute can significantly limit the available choices and reduce the potential for substantial tax savings.

Timing is Crucial for Effective Tax Planning

The timing of tax planning is essential when selling a business. By starting the process well in advance, business owners can maximise their opportunities to implement tax-efficient strategies and mitigate their overall tax burden. This forward-thinking approach allows for a thorough analysis of the business’s financial situation, the identification of eligible tax reliefs, and the implementation of tailored tax planning strategies.

Proactive tax planning enables business owners to explore a range of options, such as utilising investors’ relief, retaining profits within the business, or considering alternative exit strategies. By planning ahead, they can position themselves to take advantage of the most advantageous tax treatments and optimise their financial outcomes when selling the business.

Qualify for Business Asset Disposal Relief

One of the key ways to reduce capital gains tax (CGT) on the sale of a business is to qualify for business asset disposal relief (BADR), previously known as entrepreneurs’ relief. BADR reduces the rate of tax you pay on the sale of qualifying business assets to only 10%, compared to the standard CGT rate of 20% for higher and additional rate taxpayers.

Conditions for Qualifying for BADR

To qualify for BADR, you must have been a business owner and held at least 5% of the shares in the company for at least two years prior to the sale. The business must also have been a qualifying trading company, and you must have been an employee or officer of the company during this time.

Transferring Shares to Spouse or Civil Partner

If you are planning to sell your business, you may be able to transfer shares to your spouse or civil partner to help you both qualify for the £1 million lifetime limit of BADR. This strategy can be particularly useful if one partner has already used up their BADR allowance.

Utilise Investors’ Relief for Higher Lifetime Limit

In addition to the business asset disposal relief (BADR), another valuable option for business owners selling their company is the often overlooked investors’ relief. This relief offers a significantly higher lifetime limit of £10 million, compared to the £1 million limit for BADR.

Investors’ relief can provide a 10% rate of capital gains tax on the disposal of qualifying shares, making it an attractive choice for business owners looking to maximise their tax savings on the sale of their company. To qualify for investors’ relief, the shares must have been held for a minimum of three years, and the individual must have been a director or employee of the company during that time.

While BADR and investors’ relief share some similarities, the higher lifetime limit of investors’ relief can be particularly beneficial for business owners with significant assets or those planning to reinvest the proceeds from the sale of their company. By taking advantage of this often overlooked relief, business owners can potentially minimise their tax liabilities and preserve more of their wealth for future endeavours.

Retain Profits Within the Business

As you approach the sale of your business, it can be advantageous to leave any profits you don’t need within the business, especially if you are a higher or additional rate taxpayer. The maximum income tax rate on a salary from your company is 45%, and the additional rate of dividend tax is 39.35%, both of which are significantly higher than the capital gains tax (CGT) rate you would pay on the sale proceeds.

Advantages of Employer Pension Contributions

One effective way to retain profits within the business is to make employer pension contributions. These contributions are not subject to income tax or national insurance, making them a tax-efficient way to preserve retaining profits within the company. Furthermore, the pension contributions will grow in a tax-deferred environment, potentially providing you with a larger nest egg for retirement.

By carefully retaining profits within your business and leveraging strategies like employer pension contributions, you can significantly reduce your tax liability when it comes time to sell your business. This can help maximise the after-tax proceeds from the sale and ensure a more secure financial future for you and your family.

Exit Strategies and Their Tax Implications

When considering selling a business, the chosen exit strategy can have a significant impact on the tax implications. Several common options include selling to private equity firms, separating the trading company from investment assets, establishing employee ownership trusts (EOTs), and planning for family succession and share classes.

1. Selling to Private Equity Firms

Selling a business to a private equity firm can be an attractive option, as they often have access to significant capital and may be willing to pay a premium price. However, it’s important to understand the tax consequences of this approach, as the sale may trigger capital gains tax on the business assets.

2. Separating Trading Company from Investment Assets

Another strategy to consider is separating the trading company from any investment assets held within the business. This can involve transferring the investment assets to a separate entity, such as a holding company, prior to the sale. This approach can help minimise the tax liability on the sale of the trading company.

3. Employee Ownership Trusts (EOTs)

The establishment of an employee ownership trust (EOT) can be a tax-efficient exit strategy for business owners. EOTs allow for the transfer of ownership to employees, often in a way that is exempt from capital gains tax. This can be an attractive option for business owners who wish to retain the company’s legacy and values.

4. Family Succession and Share Classes

For business owners looking to pass on their company to the next generation, family succession planning and the use of different share classes can be valuable tools. These approaches can help facilitate a smooth transition while potentially minimising the tax implications for the business owner and their family.

How to Avoid Tax When Selling a Business in the UK?

In addition to the strategies mentioned, there are several other ways to avoid or minimise tax when selling a business in the UK. Utilising tax wrappers and allowances can be an effective approach, allowing you to defer or reduce your capital gains tax (CGT) liability.

1. Utilising Tax Wrappers and Allowances

Maximising your use of various tax-efficient investment options, such as Individual Savings Accounts (ISAs) and pension contributions, can help you minimise the tax due on the sale proceeds. By sheltering a portion of your gains within these tax wrappers, you can significantly reduce your overall tax burden.

2. Tax-Efficient Investment Options

Reinvesting the sale proceeds into other tax-efficient investment options, such as Enterprise Investment Schemes (EIS) or Venture Capital Trusts (VCTs), can provide you with further tax relief and deferral opportunities. These investments offer generous tax incentives, making them a compelling choice for business owners looking to minimise their tax liabilities.

3. Offshore Bonds and Their Tax Advantages

Exploring the use of offshore bonds can also be a valuable strategy. These financial products offer tax advantages, including the ability to defer tax payments until you choose to withdraw the funds. This can be particularly useful if you’re looking to reinvest the sale proceeds and manage your tax obligations more effectively.

Family Investment Companies

Family investment companies have grown in popularity as a means of passing on wealth to the next generation in a tax-efficient manner. These companies can be funded in different ways, including through a loan made by the business owner, which is a very tax-efficient approach. Structuring these companies requires careful consideration of personal wishes and the complexities involved.

1. Structuring for Personal Wishes

When establishing a family investment company, it is crucial to consider the personal wishes and goals of the business owner. This includes factors such as how the company’s assets should be managed, who should have control and decision-making power, and how the wealth should be distributed to family members. Careful structuring can help ensure that the company’s operations align with the owner’s long-term vision and personal preferences.

2. Handling Complexities and Interactions

Family investment companies can be complex, involving a range of legal, financial, and familial considerations. Navigating these complexities requires a deep understanding of the relevant tax laws, regulations, and the intricate dynamics within the family. Careful planning and ongoing management are essential to address the various interactions between the company, its owners, and the wider family network.

Capital Gains Tax on Business Sales

When selling a business, the capital gains tax (CGT) liability can be a significant concern for business owners. However, the calculation of CGT can vary depending on whether the business qualifies for specific tax relief measures or not.

Calculating Capital Gains Without Relief

If a business does not qualify for business asset disposal relief (BADR) or other tax relief schemes, the capital gains tax on the sale of the business assets will be calculated in the standard way. This involves determining the difference between the sale proceeds and the original cost basis (or ‘base cost’) of the assets, with any allowable expenses deducted.

The resulting capital gain is then taxed at the applicable CGT rate, which is 20% for higher and additional rate taxpayers, or 10% for basic rate taxpayers. This can have a substantial impact on the net proceeds from the sale, making it crucial for business owners to explore all available tax-saving strategies.

Conditions for Non-Qualifying Business Assets

There are certain business assets that may not qualify for BADR or other forms of tax relief, such as non-trading assets, investment properties, or assets used for personal purposes. In these cases, the capital gains will be calculated and taxed in the standard manner, without the benefit of the reduced 10% CGT rate.

Business owners should carefully review their asset mix and understand the tax implications of each component to ensure they are maximising the available tax relief and minimising their capital gains tax liability upon the sale of their business.

Typical Business Assets Subject to CGT

When selling a business in the United Kingdom, various business assets may be subject to capital gains tax (CGT). These can include:

• Commercial property owned by the business
• Intellectual property, such as patents, trademarks, or copyrights
• Goodwill and customer lists
• Equipment, machinery, and other physical assets
• Investments and securities held by the business
• Intangible assets like client contracts or supplier agreements

The specific business assets that are subject to capital gains tax will depend on the structure and nature of the business being sold. It is crucial for business owners to carefully assess and value each asset to ensure they are properly accounting for the potential tax implications.

Conclusion

Selling a business in the UK can undoubtedly be a complex and potentially tax-heavy endeavour. However, by utilising various tax-saving strategies, business owners can significantly minimise their tax liabilities. The key is to plan ahead and explore the available options, which include qualifying for business asset disposal relief, leveraging investors’ relief, retaining profits within the business, and exploring a range of exit strategies and tax-efficient investment options.

By proactively addressing the tax implications of selling a business, entrepreneurs in the UK can ensure a more favourable outcome and safeguard their financial future. The conclusion of this article highlights the importance of comprehensive tax planning and the numerous opportunities available to those looking to sell their business while minimising their tax burden.

Ultimately, the successful navigation of the tax landscape when selling a business requires a meticulous and strategic approach. By staying informed and working closely with financial and legal professionals, business owners in the UK can maximise their returns and secure a smooth and tax-efficient transition as they move on to their next venture or retirement.

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