Disposing of sole trader business assets - introduction
An individual disposing of business assets may be able to reduce the Capital Gains Tax (CGT) they have to pay on the disposal by claiming Business Asset Disposal Relief (BADR) (called Entrepreneurs' Relief (ER) prior to 6 April 2020). Provided certain conditions are met the rate of CGT will be reduced to 10% on qualifying disposals.
For an individual sole trader, a qualifying disposal can be:
- the disposal of the whole or part of a business; or;
- the disposal after a business has ceased of assets used for the business
No claim for BADR can be made in respect of shares or other assets held by the business as an investment.
Nor can a claim for BADR be made when a person disposes of goodwill to a close company unless:
- immediately after the disposal, the person meets none of the 'personal company' conditions in the case of the close company or any company in a group of which the company is a member, or
- within 28 days of the disposal (or such longer period as HMRC allows) the person and any connected company or trust have sold all of their shares in the close company to another company in which, if it is a close company, the person and any connected company or trust together hold fewer than 5% of the ordinary shares and less than 5% of the voting rights.
This removes the tax advantage achieved by a business proprietor selling their business to a close company so that they can extract funds from the business at a low rate of CGT instead of the normal rates of income tax and national insurance contributions.
Any type of disposal can qualify for BADR, including a:
- transfer at undervalue; or
- capital sum derived from an asset.
Investors can benefit from both BADR and the deferral of gains reinvested under EIS. This means that gains which are eligible for BADR at the time of the original disposal, but which are instead deferred into investments qualifying for EIS, can benefit from BADR when the gain is realised, for example when the shares are sold.
For disposals made on or after 11 March 2020 the lifetime limit for BADR (including earlier claims for ER) was reduced from £10m to £1m. Anti-forestalling provisions for disposals made on or after 11 March 2020 apply where attempts are made to lock in the previous £10m lifetime limit through the use of:
- unconditional contracts;
- reorganisations of share capital;
- exchange of securities etc.
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