Structuring your business for sale – BADR is changing once again

For business owners preparing to sell or exit their company, a stricter interpretation of the qualifying conditions for Business Asset Disposal Relief (BADR) and increased scrutiny from HMRC will soon be introduced.


These changes may affect the timing of a sale, the structure of your business and the tax you will pay on any gains.


What is Business Asset Disposal Relief?


BADR allows qualifying business owners to pay a reduced rate of Capital Gains Tax (CGT) on the disposal of business assets or shares. The relief currently applies up to a lifetime limit of £1 million.


Gains above this limit are taxed at the standard higher-rate CGT of 24 per cent.


What are the changes to BADR?


In April 2025, we saw the BADR rate on qualifying gains increase to 14 per cent, up from 10 per cent.


In April 2026, we will see a further increase to 18 per cent.


To put that rise into perspective, if you sold your shares and made a gain of £1m, before 6 April 2026, your tax bill would be £140,000. A sale after this date will result in a £180,000 bill.


BADR eligibility


To qualify for BADR, the following must apply for at least two years up to the point your business is sold:

·        You are a sole trader or business partner

·        You have owned the business for at least two years


For further information on eligibility criteria, visit Business Asset Disposal Relief: Eligibility - GOV.UK.


Structuring your sale


Two common exit strategies are Management Buyouts (MBO) and Employee Ownership Trusts (EOT).


EOTs can reward key employees while maintaining business continuity, though CGT relief is now limited to 50 per cent of the gain.


MBOs transfer ownership to the management team, providing continuity but requiring careful attention to funding and tax timing.


Next steps for business owners


You can start by asking whether the current structure reflects a trading business, whether all shareholders are aligned and if phased disposal could improve the tax position.


Review shareholdings and employee or director roles to ensure they meet the criteria.

You should also consider whether financial separation of non-trading assets will boost BADR eligibility.


Finally, forecast your tax exposure to understand the financial impact it will have on your retirement.


Speak to our team today to confirm your BADR eligibility and ensure your tax liabilities are minimised.

Mixed picture for UK mergers and acquisitions– Where do the opportunities lie?

By Charlie Flockhart • July 21, 2026
Mergers and Acquisitions (M&A) are a core part of business growth and resilience. Done well, the acquiring business benefits from a new market and the other company gets access to additional resources and support. Government data has shown changes in the value of UK M&As, so it is necessary to understand how opportunities may manifest in the future. How are mergers and acquisitions changing in the UK? The Office for National Statistics (ONS) recently published data concerning M&As and the picture is mixed. Compared to the previous quarter, the first quarter of 2026 saw a notable fall in the number of M&As, dropping from 495 to 352. Inward M&As, those deals wherein foreign businesses acquired UK businesses, saw an £18.8 billion reduction in value, as it was only £14.2 billion compared to the previous quarter’s £33 billion. Domestic M&As, those conducted between UK businesses, took a slightly smaller hit of £0.4 billion, resulting in a value of only £1.5 billion compared to the previous £1.9 billion. Outward M&As bucked the trend as UK businesses acquiring overseas companies saw a £1.7 billion increase in value, taking the £3 billion generated in the last quarter to £4.7 billion. What opportunities are there for mergers and acquisitions in the UK? For UK businesses unsure about expanding overseas, the data might make the case that it is a worthwhile endeavour. Using M&As to expand internationally gives UK businesses access to people who understand the market, language and culture needed to succeed in a new territory. This will involve engaging with the existing team and learning from their lived experiences. For businesses focused only on UK growth, M&As remain a viable expansion strategy even as value fluctuates. It is worth remembering that the value of a business at the point where an M&A completes is not necessarily indicative of its long-term value, as your efforts could be the key to greater future growth once you have a place in that market. Looking to expand your business? Our team can help you understand all aspects of an M&A to ensure you are best positioned to find sustainable growth for your business and then support you through the process. If you want to make the most of the opportunities mergers and acquisitions present, get in touch with our team .

Should I gift a lump sum from my pension to family? Understanding the Inheritance Tax implications

By Charlie Flockhart • July 20, 2026
You are likely aware of the upcoming inclusion of unspent pension pots for Inheritance Tax (IHT) calculations from 6 April 2027. This has sparked a wave of interest in finding alternative ways to save for the future. While it might seem necessary to reduce the amount contained in your pension pot, there are tax implications that must be considered. Is it a good idea to gift a lump sum from my pension? Accessing a lump sum of your pension can be useful for a range of reasons, as you or your loved ones could benefit from the money you have saved over years of work. However, IHT is not the only tax implication of accessing pension lump sums, as these can be subject to Income Tax. You can access up to 25 per cent of your pension tax-free and the most you can take across all pensions tax-free is £268,275 – a figure that only concerns those with pensions worth more than £1,073,100. If you are under 75 and expected to live less than a year because of serious illness, you may take all of the money from your pension in a lump sum without paying tax, provided it is below the lump sum and death benefit allowance. Knowing what is possible to withdraw then allows you to determine whether gifting is a viable strategy. What are the tax implications of gifting a lump sum from my pension? Gifting can reduce IHT exposure, even to nil, but the rate of tax exemption is determined by when the gift was given in relation to when you die. The rates are as follows: 

Employee Ownership Trusts – What business owners need to know

By Charlie Flockhart • July 20, 2026
With more than 2,400 businesses now operating through an Employee Ownership Trust (EOT) structure, this has become a mainstream option for business owners thinking about succession and exit. The tax benefits that helped drive that growth have recently changed, but EOTs remain a competitive succession route. For many owners, the financial case was never the only consideration. What is an Employee Ownership Trust?  An EOT is a structure through which a company becomes majority-owned by a trust on behalf of its employees. The existing shareholders sell a controlling stake to the trust, which holds those shares for the collective benefit of the workforce. Employees do not buy shares directly. Instead, they benefit through profit-sharing arrangements and a genuine stake in the long-term success of the business. For the selling owner, it is a way to exit on their own terms while keeping the company’s culture and identity intact. Capital Gains Tax (CGT) relief changes to EOTs Until November 2025, qualifying owners could sell to an EOT and pay no Capital Gains Tax (CGT) on the gain, but that has now changed. For disposals completing on or after 26 November 2025, 50 per cent of the gain is exempt from CGT, with the remaining 50 per cent taxed at the individual’s prevailing rate. Business Asset Disposal Relief (BADR) and Investors’ Relief cannot be used alongside EOT relief to reduce the chargeable portion further. For higher-rate taxpayers, the effective CGT rate on an EOT sale is around 12 per cent. This is still well below the 24 per cent that applies to most other business disposals. The 2025 Budget also introduced a requirement for trustees to take all reasonable steps to ensure the price paid does not exceed market value, making a robust and defensible valuation more important than ever. Why use an EOT as part of your exit strategy? Tax efficiency is one factor, but it is rarely the only one. Many owners are drawn to EOTs because there is no external buyer imposing a new direction, no protracted trade sale negotiations and a genuine sense that the business and its people will be looked after. Profit-sharing arrangements also tend to improve engagement, retention and productivity, which support the business through the transition and beyond. Is an EOT right for your business? EOTs tend to work best where there is a strong management team capable of running the business after the transition and a workforce with genuine engagement. They suit owners whose priorities go beyond maximising the headline sale price. The process involves obtaining an HMRC-compliant valuation, preparing financial forecasts to show the business can meet deferred consideration over time and working with specialist advisers to structure the transaction correctly. If you are exploring your exit options and want to understand whether an EOT could be the right fit, please get in touch with our team .