Category: Capital Gains Tax

Incorporation Relief may reduce your CGT bill

When a sole trader or the partners in a partnership transfer a business to a limited company, Capital Gains Tax (CGT) may arise. This is because business assets are normally treated as being transferred at their market value, which may be considerably more than their original cost.

However, Incorporation Relief can allow some or all of the resulting gain to be deferred.

Broadly, the relief may be available where a business is transferred to a company as a going concern, together with all its assets, other than cash if desired, and the consideration received is wholly or partly in shares in the company.

Where the conditions are met, the gain eligible for relief is deducted from the CGT base cost of the shares received. This means that CGT is generally postponed until the shares are eventually sold or otherwise disposed of. If cash or other consideration is received alongside shares, the relief is normally restricted to the proportion of the transfer represented by shares. Part of the gain may therefore become immediately chargeable to CGT.

Incorporation Relief must now be claimed

An important change applies to businesses transferred to companies on or after 6 April 2026. Previously, Incorporation Relief applied automatically where the necessary conditions were satisfied. For transfers from 6 April 2026, the relief must instead be claimed. The claim will normally be made through the Self-Assessment tax return for the tax year in which the transfer takes place.

The claim must be made on or before the first anniversary of 31 January following the tax year in which the business transfer took place. For example, for a transfer during the 2026/27 tax year, the claim deadline will normally be 31 January 2029.

Failing to make a valid claim could therefore result in CGT becoming payable on gains arising when the business is transferred to the company.

Incorporation Relief is not necessarily the best option in every case. Before incorporating a business, it is worth considering the immediate CGT consequences, whether other reliefs may be available and the potential tax position when the company shares are eventually sold.

Professional advice should therefore be obtained before completing a business incorporation, particularly where the business has significant goodwill, property or other assets that have increased substantially in value.

Is your spouse paying more tax than necessary?

Married couples and civil partners are taxed separately for Capital Gains Tax (CGT), meaning each person has their own annual tax position. However, with careful planning, transferring assets between spouses or civil partners can sometimes help reduce their overall tax bill.

Where spouses or civil partners are living together, most transfers of assets between them take place on a 'no gain, no loss' basis. This means there is no immediate CGT charge when the asset is transferred. Instead, the receiving spouse effectively utilises the original purchase cost and any gain is calculated based on this cost when they eventually dispose of the asset.

This can be particularly useful where one spouse pays tax at a lower rate or has unused CGT allowances. By transferring an asset before it is sold, the gain may be taxed more efficiently, potentially reducing the overall CGT liability.

Ownership is also important. If an asset is genuinely owned beneficially by one spouse, that spouse is responsible for reporting any gain. Couples should ensure that legal ownership reflects the intended beneficial ownership, particularly where jointly owned assets are involved.

Special rules also apply if a couple permanently separates. In many cases, transfers between former spouses or civil partners can still qualify for no gain, no loss treatment for up to the end of the third tax year after separation, while transfers made under a formal divorce or separation agreement or court order can continue to receive this treatment without any time limit.

Capital Gains Tax if selling shares or investments

Capital Gains Tax (CGT) is a tax on the profit you make when you sell or dispose of an asset that has increased in value. It is the gain itself that is taxed, not the total amount you receive. For example, if you buy shares for £3,000 and sell them for £8,000, the taxable gain is £5,000.

CGT typically applies when you dispose of shares or other investments. Examples of assets or gains that are generally exempt from CGT, including investments held within ISAs or PEPs, UK government gilts and Premium Bonds, gambling winnings and carried interest (from 6 April 2026). A disposal includes selling, gifting, exchanging or receiving compensation for an asset. If you jointly own investments, you are taxed only on your share of any gain.

You only pay CGT on total gains above your annual tax-free allowance, which is currently £3,000. If your gains exceed the allowance, you must report and pay CGT. This is usually completed by filing a self-assessment tax return, with different reporting deadlines depending on the type of asset sold or gifted.

The rate of tax depends on your income. Basic rate taxpayers pay 18% CGT on gains within the basic rate band and 24% on amounts above it. Higher and additional rate taxpayers generally pay 24% CGT on all gains.

Losses on investments can be used to reduce gains, and other reliefs may also be available. It is important to keep records of purchase costs, sale proceeds and other associated fees to calculate the correct taxable amount.

Tax when selling overseas property

UK residents are generally liable to Capital Gains Tax (CGT) when they dispose of overseas property at a gain. A disposal includes selling, gifting, or otherwise transferring ownership of a property located outside the UK.

CGT is chargeable on the profit made on the disposal at 18% for basic rate taxpayers and 24% for higher and additional rate taxpayers. You can usually reduce your gain by deducting allowable costs, such as legal fees, estate agent fees and the cost of capital improvements (but not routine maintenance).

If you are a UK resident but your permanent home (“domicile”) is abroad, special rules may apply which can affect how gains are taxed and reported.

You may also be liable to tax in the country where the property is located. Where the same gain is taxed in both jurisdictions, double taxation relief may be available depending on the terms of the relevant tax treaty between the UK and that country.

Non-residents may still be within the scope of UK CGT on overseas property in certain circumstances, including where they return to the UK within five years of leaving.

Given the complexities between UK rules, overseas tax systems and residency status, it is important to consider your tax obligations in both jurisdictions when disposing of overseas property.

When is CGT payable on gains during 2026-27

For most capital gains realised in the 2026–27 tax year, Capital Gains Tax (CGT) is reported and paid by 31 January 2028 via the self-assessment system. This applies to gains on assets such as shares, investments and commercial property.

However, UK residential property is an important exception. Where a residential property is sold and the gain is not fully covered by Private Residence Relief, the capital gain must be reported and paid within 60 days of completion. This rule applies to disposals completed on or after 27 October 2021.

The 60-day deadline mainly applies to rental properties, second homes or properties only partly used as a main residence. If the property is jointly owned, each owner must report and pay tax on their share of the gain separately.

To calculate the gain, you will need details such as purchase and sale dates, acquisition cost, legal and professional fees, and qualifying improvement expenditure. Selling costs, including estate agent and legal fees, can also be deducted. Gathering this information in a timely manner is important given the tight 60-day deadline.

If you have disposed of, or are planning to dispose of, an asset that may give rise to a gain, we would be happy to help you calculate taxable gains, ensure that the filing and payment deadlines are met and avoid unnecessary interest or penalties.

Tax relief when incorporating a business

When a sole trader or partnership transfers a business to a company, a chargeable gain may arise. This is calculated by reference to the market value of the business assets at the date of incorporation (including goodwill), compared with their original base cost. The resulting gain would ordinarily be subject to Capital Gains Tax.

In many cases, however, the transfer is structured to qualify for Incorporation Relief. Broadly, this requires that the whole business is transferred as a going concern, together with all of its assets (other than cash), in exchange wholly or partly for shares issued by the company.

Where the conditions are satisfied, Incorporation Relief applies automatically and no formal claim is required. The effect of the relief is to defer the gain by reducing the base cost of the shares received, thereby postponing the tax charge until those shares are subsequently disposed of.

A taxpayer may elect for the relief not to apply. This election must be made in writing by 31 January, two years after the end of the tax year in which the incorporation takes place. For example, for a transfer in the current 2026–27 tax year, the election deadline is 31 January 2030. This deadline is reduced by one year if the shares are disposed of in the tax year following that of incorporation.

Living away from home?

Private Residence Relief (PRR) is a valuable Capital Gains Tax relief that can eliminate the tax due when you sell your home. In simple terms, it applies to periods when a property has been your only or main residence. However, if you spend time living away from home, the position becomes less clear, and CGT may well be due.

The starting point is that you will usually get full relief for the time you actually lived in the property, plus some additional “deemed occupation” periods. Most notably, the final 9 months of ownership always qualify for relief, provided the property was your main home at some stage.

You may also qualify for relief during absences when you live away from your home. Broadly, this includes up to three years away for any reason, up to four years if working elsewhere in the UK, and unlimited periods if working abroad. In most cases, you must have lived in the property before and after the absence, unless work prevents your return.

There are also special rules for the first two years of ownership if the property was being built or renovated or you could not sell your old home.

Where you own more than one property, only one can qualify as your main residence at any given time. Married couples and those in a civil partnership are restricted to a single main home between them.

It is important to carefully keep track of time living away from your home in order to correctly be able to calculate if any how much CGT is due when your home is sold.

Business Asset Disposal Relief – tax increase from April 2026

The tax rate for Business Asset Disposal Relief (BADR) will increase to 18% (from 14%) on 6 April 2026. BADR offers a reduced Capital Gains Tax (CGT) rate on qualifying disposals such as the sale of a business, shares in a trading company or an individual’s stake in a trading partnership.

These rate increases are accompanied by new anti-forestalling rules designed to prevent individuals from securing the lower BADR rate by using early contracts. Where an unconditional contract is entered into during the 2025-26 tax year but completes on or after 6 April 2026, the disposal will normally be treated as occurring at completion, meaning the higher 18% rate applies. 

However, the legislation allows for “excluded contracts” where the contract was not entered into to secure a tax advantage and, where parties are connected, was entered into wholly for commercial reasons. Where total gains under excluded contracts do not exceed £100,000, the anti-forestalling does not apply.

The lifetime BADR limit remains £1 million meaning individuals can use the relief multiple times, provided their total gains from qualifying disposals do not exceed this threshold. However, the higher CGT rates obviously reduce the tax advantage available. Investors’ Relief CGT rates are currently in line with those for BADR and will also increase to 18% in April 2026.

Rolling over capital gains

Rolling over capital gains can be an effective way for business owners to defer Capital Gains Tax (CGT) when selling or disposing of certain business assets. This is done using Business Asset Rollover Relief which allows taxpayers to postpone the tax on gains if all or part of the proceeds are reinvested in new business assets. Essentially, the gain on the old asset is “rolled over” into the cost of the new asset, with any CGT liability deferred until the new asset is eventually sold.

If only a portion of the sale proceeds is used to purchase new assets, a partial rollover claim can be made. Provisional rollover relief is also available for cases where new assets are intended to be acquired but have not yet been purchased. Additionally, relief may apply when proceeds are used to improve existing business assets. The total relief depends on the amount reinvested.

To qualify, assets must generally be purchased within three years of selling the old ones (or up to one year prior), and both the old and new assets must be used in the business. The business must be trading at the time of sale and reinvestment. Claims must be submitted within four years of the end of the tax year in which the new asset was acquired (or the old asset sold, if later). HMRC may, in certain circumstances, allow extensions to these time limits.

Tax if selling a second property

You may have to pay Capital Gains Tax (CGT) tax when you sell or dispose of a property that is not your main home. This includes buy-to-let properties, business premises, land and inherited property.

Your gain is broadly the difference between what you paid for the property and what you sell it for. In some cases such as where the property was gifted or sold below market price you must use market value instead. If your total gains exceed the annual exemption, CGT will be payable.

For UK residential property, CGT is charged at 18% for basic rate taxpayers and 24% for higher and additional rate taxpayers. You can reduce your gain by deducting allowable costs, such as legal fees, estate agent fees and the cost of capital improvements (but not routine maintenance).

You do not usually pay CGT on transfers to a spouse or civil partner, or to a charity. Special rules also apply to jointly owned property, overseas property and disposals from estates. If CGT is due on the sale of UK residential property, you must report and pay it within 60 days of completion. Keeping accurate records and reviewing your position early can help avoid unexpected liabilities and ensure you claim all available reliefs.