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What to do in the year before you sell

Puts the steps for the year before a sale in the right order, shows the tax each one saves or puts off, and lists what to ask HMRC to confirm first. Some steps only work before you agree terms with a buyer.

Your sale

The date you sign, not the date the money arrives: the tax follows the signing date. Up to 3 years away.

Some steps must be done before you agree terms. Pick where you are today.

Your share of the price for the business itself, before tax, not counting the company's spare cash (asked below). A rough figure is fine.

If you started the company, often just the small amount you put in. Left empty, we use nothing, which gives the most tax.

Pay, rent and interest before tax, not counting any dividend in this plan.

You and your company

The lower tax rate for selling a business needs 2 years up to the signing date. If you've always held more, the date you got your shares.

A dividend is paid to every owner in proportion, so only your part of it is yours.

Does the company mainly trade?

Say no if most of its income comes from rent or investments.

Will you have been a director or employee for the 2 years up to the sale?

Without a break, up to the signing date.

Do you hold at least 5% of the shares and votes?

And a right to at least 5% of the profits and assets, or of the sale price. Your share register shows it.

There's a £1 million lifetime limit. Leave empty if you've never used it.

For the accounting period that includes the sale. Your management accounts are fine. We use it for the Corporation Tax on a pension payment and staff options.

Cash it doesn't need to run, and no more than the profit it has built up (your accountant can confirm). Left in, a buyer usually pays for it on top of the price.

Where would the dividend money come from?

Cash the company already has is much safer than money it borrows and repays out of the sale.

Pension, family and staff

Leave empty for none. We show the most that fits this tax year.

By you, the company and anyone else, with any tax relief added.

Your pension statements or your accountant can tell you. Left empty, we use none.

Have you taken money out of a pension flexibly?

If you have, the yearly limit for paying in drops to £10,000. Not sure: we use the lower limit.

Are you married or in a civil partnership, and living together?

Gifts between you are free of tax on the gain, so shares can move before the sale.

Do staff hold EMI share options they'll use on the sale?

The tax-favoured kind (Enterprise Management Incentives). Your option papers say.

After the sale, will you take the money out or keep it in a company?

A share swap into a new holding company only puts tax off if the money stays in a company.

Your answer

Enter your signing date, what you expect to receive and your other income to see your plan.

About this calculator

For owners who plan to sell the shares they hold in their own name in the next year or so. It puts the steps that can lower the tax on your sale in order, shows what each one is worth on your figures, and lists the anti-avoidance traps and the clearances to ask HMRC for. It doesn't choose a buyer, set a price or pick a pension.

You type the figures: the price, your income, the company's profit and spare cash. We don't read your accounts or share register. We assume the price is cash-free and debt-free, no other companies share the company's Corporation Tax limits, and today's rates for every step, even in a later tax year. Tax for England, Wales and Northern Ireland.

Not covered: trusts or gifts to anyone but a spouse, inheritance tax, tax on drawing the pension, earn-outs, or a sale of the business's assets.

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

We tax the sale and any dividend for every mix of the two steps that change your own tax, giving shares to your spouse and paying a dividend first, and pick the cheapest. The tax saved is the difference from doing nothing. If you aren't sure you get the lower rate for selling a business, we use the usual rates and show what it would be worth.

A pension payment, a share swap and staff options put tax off or help the company, so they're shown beside the saving, not in it. The order of the steps and applying for clearance 90 days before signing are our own planning view.

In the example, a £2 million sale with half the shares given to a spouse saves £2,982. Paying out the £300,000 of spare cash first would cost more, so it stays in the price.

Worked example

On your figures, the steps in this plan could save you £2,982 of tax.

2026/27 rates · no buyer yet · signing 31 March 2027 · you own all of the company · a gift of 50% to your spouse tried · no associated companies · a cash-free, debt-free price

Worked example, step by step
What you expect to receive for your shares£2,000,000
Less what you paid for them− £100
Profit on the sale£1,999,900
Lower tax rate for selling a business (Business Asset Disposal Relief): 18% on up to £1,000,000 of profitYes
Tax on the sale and dividends if you do nothing£491,256
Most you could take as a dividend first£300,000
Less: give 50% of your shares to your spouse− £2,982
Tax with the plan£488,274
Most the company can pay into your pension this tax year£60,000
Corporation Tax the pension payment saves the company£15,000
Corporation Tax relief when staff use their EMI options£25,150
Share swap clearance: ask HMRC by 31 December 2026£548,274
Transactions in securities clearance: ask HMRC by 31 December 2026
Tax you could save by following the plan£2,982

Worked out with the 2026/27 rates for tax on dividends and on selling shares, Corporation Tax and the pension limits (Taxation of Chargeable Gains Act 1992, Income Tax Act 2007, Finance Act 2004), using today's rates for every step. The order of the steps and applying for clearance 90 days before signing are our own planning view, not law. Not legal or tax advice.

Questions people ask

Why does the order of the steps matter?

Some steps must be done before you agree terms with a buyer, and a gift of shares has to come before a dividend if the dividend is to be split. Doing them in the wrong order can lose the saving or invite a challenge from HMRC.

What is an advance clearance?

A written answer from HMRC, before you act, saying it doesn't see tax avoidance as a main purpose of a step. HMRC has 30 days to answer, so we suggest applying about 90 days before you sign.

Is the saving certain?

No. It's our best estimate from the figures you typed and today's rates. The price, the deal terms and the Budget can all change it, so check with an adviser before you act.

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