Selling shares or assets: does it matter?
Selling the shares is taxed once, on your profit. Selling the company's assets is usually taxed twice: Corporation Tax in the company, then your own tax getting the money out. We show what you keep each way and the extra price that would make an asset sale worth the same.
Your answer
Enter the price the buyer is offering to see how the two ways of selling compare.
About this calculator
For owners of a limited company whose buyer would rather buy the company's assets than its shares. At the same price the two can leave you with very different amounts, because an asset sale is taxed in the company first and again when you take the money out. We show what you keep each way and the extra price that makes them level: a number you can take to the buyer.
You type in the figures yourself: the price, the costs, the assets' value for tax and the company's other profit. We don't read your accounts. It covers one sale in one tax year, with England, Wales and Northern Ireland tax bands, and doesn't work out other owners' tax.
Where a holding company owns the trading company, we compare the cash that reaches the holding company. Getting it from there to you is taxed the same either way, so we don't work it out.
What happens to your answers
We don’t keep them. Your answers go to our server to do the sums and aren’t stored or logged. If you copy a link to your answers, they’re in the link itself, so only share it with people you trust.
How it’s worked out
A share sale: your profit is your part of the price, less costs and what the shares cost. It's taxed at 18% (with the lower business rate, or inside your basic-rate band) and 24% above, after £3,000 tax-free. A holding company pays nothing if the exemption applies, otherwise Corporation Tax.
An asset sale: the company pays Corporation Tax (19% to 25%) on the price less costs and the assets' tax value, on top of its other profit. The rest comes out by closing the company (taxed as a gain, or as income if you'll carry on a similar trade) or as dividends. We use whichever leaves you more.
The extra price is the price at which the asset sale leaves you the same as the share sale. In the example, £750,000 with £15,000 of costs leaves you £603,258 from a share sale and £454,346 from an asset sale, so the buyer would need to pay £242,133 more.
Worked example
The buyer would need to pay £242,133 more for the assets to leave you as well off as selling the shares.
2026/27 rates · one sale in one tax year · you sell · all of the company · lower business rate · closing taxed as a gain · no other companies · England, Wales and Northern Ireland
| The price the buyer offers | £750,000 |
|---|---|
| Less costs of selling | − £15,000 |
| Share sale: what the shares cost | − £100 |
| Share sale: profit on the sale | £734,900 |
| Share sale: taxed at the lower business rate (18%, Business Asset Disposal Relief) | £734,900 |
| Share sale: tax-free gains each year | £3,000 |
| Share sale: Capital Gains Tax (18% in your basic-rate band, 24% above) | − £131,742 |
| You keep from a share sale | £603,258 |
| Asset sale: the company's profit on the sale (price less costs and the assets' tax value) | £695,000 |
| Asset sale: Corporation Tax the sale causes (19% to 25%, on top of the other profit) | − £176,600 |
| Asset sale: cash left in the company | £558,400 |
| Closing: less the cost of closing the company | − £5,000 |
| Closing: tax on what's paid out, taxed as a gain with the lower business rate | − £99,054 |
| Closing the company leaves you | £454,346 |
| Dividends: tax on £558,400 (10.75%, 35.75%, 39.35% after the £500 allowance) | − £216,841 |
| Dividends leave you | £341,559 |
| You keep from an asset sale (by closing the company) | £454,346 |
| Price at which an asset sale leaves the same | £992,133 |
| Extra price an asset sale needs | £242,133 |
Worked out using HMRC's 2026/27 rates for Capital Gains Tax and dividends, and Corporation Tax for the financial year from 1 April 2026. Not legal or tax advice.
Questions people ask
Why does an asset sale cost more tax?
The company pays Corporation Tax on the sale, and then you pay tax again when you take the rest out. A share sale is taxed once, on your own profit.
Can I use the extra price in the negotiation?
It's a good starting point. It rests on your figures and one year of tax, so have an accountant check it before you quote it. Buyers often prefer assets because of their own tax position, which is part of the same conversation.
Can I just close the company myself afterwards?
Closing a company that can pay its debts and paying out its cash (a members' voluntary liquidation) needs a licensed insolvency practitioner, and there's a fee. If you start a similar business within 2 years, the money can be taxed as income.
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