Category Archives: Capital Gains Tax

Rolling Over Capital Gains

Business Asset Rollover Relief, allows taxpayers to defer Capital Gains Tax (CGT) on gains arising from the sale or disposal of certain business assets, provided the proceeds are reinvested into new business assets. Rather than paying CGT immediately, the gain is "rolled over" into the cost of the new asset, and the tax liability is deferred until that new asset is eventually sold.

If part of the proceeds from the original asset’s sale is reinvested, a partial rollover relief claim can be made. Taxpayers may also apply for provisional relief if they intend to purchase replacement assets but have not yet done so. Additionally, rollover relief may apply where the proceeds are used to improve existing business assets, not just to acquire new ones. The amount of relief available depends on how much of the proceeds are reinvested.

To qualify, certain conditions must be met. The replacement assets must be purchased within three years after, or up to one year before, the disposal of the old assets. In some cases, HMRC may extend these time limits. Both the old and new assets must be actively used in the business, and the business must be trading at the time of sale and acquisition. Finally, the relief must be claimed within four years from the end of the tax year in which the new asset was acquired, or the old one sold, if that occurred later.

Source:HM Revenue & Customs | 26-05-2025

Deferring gains using Incorporation Relief

Thinking of transferring your sole trader or partnership business into a limited company? Incorporation Relief can help defer any capital gains tax on assets like goodwill. If the entire business is transferred in exchange for shares, the relief applies automatically, no claim needed. Make sure you understand the rules and deadlines, especially if you plan to opt out.

When a sole trader or partnership transfers their business into a company, a capital gain may arise. The gain is based on the market value of the business assets (including goodwill) at the time of incorporation, compared to their original cost.

However, businesses incorporated in this way may qualify for Incorporation Relief. To benefit from this relief, the entire business, along with all its assets (excluding cash, if applicable), must be transferred as a going concern in exchange, wholly or partly, for shares in the new company.

Incorporation Relief is automatic if the conditions are met. There is no need to submit a claim. The relief defers the capital gain by reducing the base cost of the new shares by the amount of the deferred gain, effectively postponing any tax until the shares are sold.

Although the relief applies automatically, a taxpayer can elect for it not to apply. This must be done in writing, and the election must be submitted by 31 January, two years after the end of the tax year in which the incorporation occurred. For example, for a transfer in the current 2025–26 tax year, the election deadline is 31 January 2029. The election deadline is reduced by one year if the shares are disposed of in the year following that in which the business was incorporated.

Source:HM Revenue & Customs | 19-05-2025

Business Asset Disposal Relief rates from April 2025

Business Asset Disposal Relief (BADR) provides a reduced Capital Gains Tax (CGT) rate on the sale of a business, shares in a trading company, or an individual's interest in a trading partnership. This relief can still provide substantial tax savings for business owners exiting their businesses.

As part of the Autumn 2024 Budget measures, the CGT rate for BADR gains will increase from 6 April 2025. The new CGT rate is 14% (from 10%) for disposals made on or after that date. Furthermore, the rate is set to increase again to 18% for disposals made on or after 6 April 2026.

Where BADR applies to a disposal made on or after 6 April 2025 but before 6 April 2026, all or part of it is charged to CGT at a rate of 14%. Where BADR applies to disposals falling on or after 6 April 2026, the rate applying is 18%. There are anti-forestalling rules that apply to the changing rates.

The lifetime limit for claiming BADR is currently £1 million, allowing business owners to possibly qualify for the relief multiple times. In contrast, the lifetime limit for Investors’ Relief was reduced from £10 million to £1 million for qualifying disposals made on or after 30 October 2024. The CGT rates for Investors' Relief align with those of BADR.

Source:HM Revenue & Customs | 31-03-2025

CGT holding over gains if you gift business assets

Gift Hold-Over Relief lets you defer Capital Gains Tax when giving away business assets or qualifying shares. It can be a tax-smart move for passing on wealth, but strict rules apply. Here’s what you need to know to claim it properly.

Gift Hold-Over Relief is essentially a deferral of Capital Gains Tax (CGT) when assets, including certain shares, are either given away or sold for less than their market value to benefit the recipient. This relief ensures that any gain on the asset is 'Held-Over' until the recipient decides to sell or dispose of the asset themselves. To achieve this, the recipient's acquisition cost is reduced by the amount of the held-over gain.

The individual giving the gift of a qualifying asset is not required to pay CGT on the transfer. However, CGT could be applicable if the asset is sold for less than its actual market value. Gifts exchanged between spouses and civil partners are exempt from triggering capital gains. A claim for the relief must be made jointly by both the person giving the gift and the recipient.

If you are giving away business assets, you must meet the following criteria:

  • You must be a sole trader, business partner, or hold at least 5% of the voting rights in a company (commonly referred to as your 'personal company').
  • The assets must be used within your business or personal company.

In cases where the assets are only partially used for business purposes, you may still qualify for partial relief.

When gifting shares, the shares must be in a company that's either:

  • not listed on any recognised stock exchange; or
  • your personal company.

Additionally, the company’s main activities must be trading, such as providing goods or services, rather than being engaged in non-trading activities like investment.

Source:HM Revenue & Customs | 24-03-2025

Making a negligible value claim with HMRC

A negligible value claim lets taxpayers declare an asset worthless for tax purposes, realising a capital loss without selling. This can be backdated up to two years, offering flexibility in managing tax liabilities.

A negligible value claim is a claim made by a taxpayer when an asset they own has significantly decreased in value, essentially becoming worthless or worth next to nothing.

In such a situation, the taxpayer may treat the asset as if it were disposed of even though the retain ownership. For a negligible value claim to be valid, the asset must still be owned by the individual making the claim, and it must have become of negligible value while under their ownership.

The primary benefit of making a negligible value claim is that it allows the taxpayer to realise a capital loss on the asset without the need for an actual sale or disposal. This is particularly advantageous for assets that could, in theory, regain value at some point in the future. By retaining ownership of the asset, the taxpayer maintains the potential for any future recovery in value, even if the likelihood of this occurring is remote.

HMRC provides a negligible value list, which includes shares or securities that were previously quoted on the London Stock Exchange and have been officially declared of negligible value for the purpose of making such claims. For assets not on this list, a formal application must be submitted to HMRC to agree upon a valuation, enabling the taxpayer to establish the asset’s negligible value.

Additionally, a negligible value claim is not restricted to the current tax year. It can be backdated to cover up to two preceding tax years, provided all other qualifying conditions are met. This feature allows taxpayers greater flexibility in managing their capital losses over a longer period.

Source:HM Revenue & Customs | 03-03-2025