Exit & Succession
Planning

Business Asset Disposal Relief (BADR), formerly Entrepreneurs' Relief, reduces the Capital Gains Tax rate on qualifying business disposals. To qualify, you generally need to have owned at least 5% of the ordinary share capital for at least two years, and the company must be a trading company or holding company of a trading group. Qualifying gains are taxed at a reduced rate up to a lifetime limit. The rules are more complex than they appear, non-qualifying share classes, dividend waivers and other arrangements can inadvertently affect eligibility. We review your position well in advance to confirm or restore qualifying status before it is too late to act.

In a share sale, you sell the shares you hold in the company. The gain is a personal capital gain and may qualify for BADR. In an asset sale, the company sells its underlying assets and the proceeds sit in the company before being extracted, typically as a dividend or via liquidation, each step creating its own tax event. Buyers often prefer asset sales because they avoid inheriting historic liabilities; sellers generally prefer share sales for their tax efficiency. The optimal structure depends on your personal tax position, the company's history and what the buyer will accept. We model both scenarios before negotiation begins so you understand the net proceeds under each structure.

Buyers pay a multiple of maintainable earnings, so the quickest wins come from improving the quality and consistency of the profit reported. This means removing owner personal expenses from the P&L, reclassifying non-recurring costs correctly, ensuring revenue is properly recognised and building 12 to 24 months of clean management accounts. Beyond earnings, buyers also look at customer concentration, contract terms, staff dependency on the owner and the quality of the financial information itself. A business where the owner is the business will attract a lower multiple than one with demonstrable management depth and repeatable revenue. We work through each of these systematically.

We work on a fixed fee basis, no hourly billing, no unexpected invoices. The engagement begins with a fixed fee initial review covering structure, BADR eligibility, preliminary valuation and a prioritised action plan. Ongoing advisory through the pre-sale period is scoped and priced at the outset. We do not charge a percentage of the sale price. The initial review is typically completed within two to three weeks of instruction and gives you a clear picture of where you stand and what needs to change before going to market.