You are selling a company's trade and other assets. What next?

A guide for subscribers.  


1.Value your business and assets
2. What assets are being sold?
3. Is any restructuring required?
4. Profit extraction

Your options

Aims   Options   Tools

Value your business


Valuation of your whole business or

Valuation of individual assets


Valuations (non-tax): Businesses
In order to make a valuation of a business for sale you need to consider the value of the business in the round and the sum of its separate parts.

Valuation: Goodwill
What valuation methods are suitable for valuing a business? What are the issues with goodwill and other intangibles? What does HMRC suggest? What do the courts think?


What assets are being sold?

  • Can the trade be sold as a going concern?
  • Is there any goodwill or intangibles to be sold?
  • Do the assets qualify as a trade or trading assets for CGT and IHT purposes?
  • Is there redevelopment potential for any land or property used in the business?
  • Do any of the assets qualify for capital allowances?
  • Will any new business assets be bought?
  • Does the company have any brought forward capital losses to absorb any gains?
  • Will you transfer employees under TUPE regulations?

VAT: Transfer of a Going Concern (TOGC)
What is a TOGC? What conditions must be met? What are the consequences? 

Goodwill and the intangibles regime
How does the Corporation Tax intangible regime work? What is the treatment of goodwill for Corporation Tax?

CGT: Reliefs, disposal of a business or its assets
Which CGT reliefs apply when a person replaces or disposes of shares in a company?

IHT Business Property Relief
What is Business Property Relief? When it can apply? Pitfalls and planning points?

Capital allowances: 

CGT: Rollover Relief
What is Rollover Relief and what are the conditions for it to apply?


Will there need to be any pre-sale restructuring?

  • Is there surplus cash to be kept?
  • Are there any assets or liabilities not being transferred?
  • Are there investment assets not included in the sale?
  • Does the purchaser want any available tax losses?
  • Structuring options include:
    • Direct sale
    • Sale of a new or existing subsidiary
      • Hive down: If a hive down is to take place, consider the potential restriction on any transferable losses, if liabilities are to be left behind.
      • Demerger

Surplus cash: CGT & IHT relief
Does having an excess cash balance affect a company's trading status for CGT or IHT relief? What are the issues for each relief?

An Index to Reorganisations, Demergers & Share transactions?
What is a company reorganisation or reconstruction? What tax reliefs apply?

Losses: Trading and other losses
What options are there for losses brought forward? 

Substantial Shareholding Exemption (SSE)
If the assets to be sold are transferred to a new subsidiary, the company could be sold tax free. What are the conditions?


What will you do with the consideration inside held by the company?

  • Extraction via dividends/pensions etc.
  • Liquidation of the company
  • Future investments
  • Repayment of loans/Director's Loan Account

Tax-efficient extraction of profits: Toolkit (2024/25)
This toolkit is designed to help a company and its owner decide how company profits are to be extracted.

Ceasing Trading: What are your options?
You may wish to close the company down and take out all of the cash. What are your options? What are the tax, company and insolvency law requirements?

Family Investment Company
You may wish to accumulate cash in the company and use it for future investments. Why use a Family Investment Company?

Loan Relationships
How are loans made to and by a company taxed? What are the rules for connected party loans?

Loan Relationships toolkit: Directors' loans
When does a balance owed by a company fall within the loan relationship rules? What about directors' loans?