Payset prespective
March 21, 2024

What Is Business Asset Disposal Relief or “Entrepreneurs Relief” in the UK?

Business Asset Disposal Relief (BADR), is a tax-reducing incentive for business owners and investors in the UK designed to foster a marketplace conducive to growth. It’s a relief mechanism that can substantially reduce the financial burden on individuals disposing of business assets—including shares in a personal company—by halving the Capital Gains Tax (CGT) rate from 20% to 10% on eligible gains. The relief has a lifetime limit of £1 million in qualifying gains.

Before a rebranding in 2020, BADR was known as Entrepreneurs’ Relief. The system was modified to add momentum to UK entrepreneurship and support a seamless transfer of business ownership. By offering a reduced tax rate, BADR aims to encourage business owners to reinvest their capital within the economy, stimulating further business activity and development. 

In essence, BADR is centred on the role that small and medium-sized enterprises play in UK economics. By providing Capital Gains Tax relief, BADR allows for a smoother transition during the sale or succession of businesses. It ensures that entrepreneurs can reap the rewards of their work while continuing to drive forward the nation's entrepreneurial spirit and economic prosperity.

Key Takeaways

  • Tax Reduction Incentive: BADR lowers Capital Gains Tax (CGT) from 20% to 10% for eligible business asset disposals, aiming to stimulate UK market growth and investment.
  • Lifetime Limit Change: The lifetime limit for BADR claims was reduced from £10 million to £1 million for disposals after 11 March 2020, affecting strategic planning for business owners.
  • Eligibility Criteria: Key conditions include owning the business for at least two years up to the sale date and disposing of assets within three years if closing the business.
  • Qualifying Assets: These encompass the whole or part of a sole trade or partnership, assets used at business cessation, and shares or securities in a company, provided specific conditions are met.
  • Associated Disposals: BADR applies to disposals linked to a significant reduction in business ownership, requiring the asset to be used in the business for a minimum period.
  • Claiming Process: Claims can be made through Self-Assessment tax returns or the Business Asset Disposal Relief helpsheet, with a deadline of 31 January following the tax year of disposal.
  • Strategic Considerations: Timing of disposals and structuring of business assets are crucial for maximising BADR benefits, emphasising the importance of planning and professional advice.
  • Common Mistakes: These include failing to meet the two-year ownership requirement and misjudging a business's trading status, highlighting the need for careful documentation and assessment.

Eligibility Criteria

Selling a Business or Part of It

When it comes to BADR, selling all or part of a business is a decision that comes with several considerations. For sole traders or business partners contemplating this move, understanding the eligibility criteria is crucial to maximise financial benefits.

One of the primary eligibility requirements for BADR is that the individual must have owned the business for at least two years. This condition is in place to steer business owners toward long-term investment and commitment to business growth, rather than short-term speculative transactions. 

For those considering closing their business, to qualify for BADR, business assets must be disposed of within three years. This rule is in place to ensure that businesses wind down in a way that is orderly and tax-efficient. It acknowledges the complexities involved in closing a business and provides a reasonable timeframe for owners to settle their affairs, sell off assets, and still benefit from the reduced CGT rate.

Selling Shares or Securities

For employees or office holders selling shares or securities, the eligibility criteria vary slightly:

Trading company requirement: The company employing employees or office workers must be actively trading. The relief’s central aim is to support genuine business growth over mere investment.

Enterprise Management Incentive (EMI) Shares: Shares acquired via an EMI scheme have a more streamlined path to BADR eligibility. Participants only need to have held the EMI options for a minimum of two years before selling, and there is no requirement to own a specific percentage of the company. This flexibility makes for more overall employee participation with the goal of business growth.

Non-EMI Shares: Eligibility for non-EMI shares requires that the seller owns at least 5% of the share capital and has voting rights for two years leading up to the sale. This stipulation targets relief toward those with a demonstrated long-term investment in the company.

Both EMI and non-EMI share types require that the company has been trading for at least two years at the sale time. 

Trustees

Trustees can qualify for BADR under specific conditions. Trust assets must have been used in a beneficiary’s trade, or the beneficiary must have significant control over the company using the assets. Beneficiaries must hold at least 5% of the shares and voting rights in a trading company or partnership. This aligns with rules applied to individual sellers and ensures that the beneficiaries have a meaningful stake in the business.

When selling assets held in the trust, the trustees must show that the assets were disposed of for the benefit of a named beneficiary involved in the business. This confirms a direct link between the beneficiary's business activities and the assets in question.

How to Claim

The BADR claiming process involves either using the Self Assessment tax return or filling in Section A of the Business Asset Disposal Relief helpsheet. Here is the procedure, step-by-step:

Eligibility Determination: First it must be confirmed that the disposal qualifies under the BADR criteria, including falling under the £1 million lifetime limit.

Option 1 - Self Assessment Tax Return: Individuals filing a Self Assessment tax return can claim BADR in the capital gains section. This involves reporting the gain and applying the 10% BADR rate, ensuring the £1 million lifetime limit isn’t exceeded.

Option 2 - Using the Business Asset Disposal Relief Help Sheet (Section A): For those who aren’t required to complete a tax return or to provide extra details, Section A of the help sheet offers guidance on reporting the disposal, calculating the gain, and claiming the relief.

Submission of Claim: Through one of the aforementioned options, the claim must be accurately and completely submitted, with all necessary documentation and calculations included.

Claim Deadlines: The deadline for BADR claims is 31st January following the tax year of the disposal. For disposals made in the 2023/2024 tax year, the deadline would be 31st January 2025.

Key Considerations

Cumulative Lifetime Limit

The Cumulative Lifetime Limit for Business Asset Disposal Relief underwent a significant reduction from £10 million to £1 million for disposals on 11 March 2020. This change was a pivotal shift in the UK's approach to incentivizing business investments and the realisation of business assets. The adjustment directly affects business owners by substantially decreasing the total amount of capital gains that can benefit from the reduced 10% Capital Gains Tax.

This reduction has profound implications for long-term financial planning and the tax strategy of people with substantial business interests. While the £10 million threshold allowed for significant tax-efficient restructuring and asset realisation, the new £1 million cap means entrepreneurs have to carefully consider the timing and scale of disposals to maximise the relief available. The change encourages a more strategic approach to business asset disposal, potentially affecting decisions regarding business sales, succession planning, and retirement strategies.

This recalibration of the limit underscores the government's intent to focus the relief on smaller business owners and ensure that the tax advantage is distributed more widely, rather than benefiting a small group of high-value disposals. The adjustment aims to balance tax incentives with broader fiscal responsibilities, affecting how entrepreneurs navigate their investment cycles and exit strategies.

Qualifying Assets

For an asset to qualify for BADR, it must be part of a material disposal of business assets or associated with such a disposal. Three principal types of business assets may qualify for relief:

Whole or Part of a Sole Trade or Partnership Business. Individuals engaged in a trade as sole traders or in partnerships can claim BADR upon disposing of their business interest. For the disposal to be considered material, the individual must have owned the business throughout a two-year period. The disposal should represent a significant portion of the business, such that it could operate independently.

Assets Used in a Business at the Time of Cessation. This category addresses scenarios where there's a delay between the cessation of the business and the disposal of its assets. For these assets to qualify, the business must have been owned by the taxpayer for two years, with the asset disposed of within three years after the business ceased. The asset must have been in use at the time the business ceased, but not necessarily throughout the entire two-year period.

Shares or Securities in a Company. Directors and employees can claim BADR when selling shares or securities in their company, provided it's a trading company or the holding company of a trading group. The claimant must have been an employee or director without a minimum hours requirement. This ensures that part-time employees are also eligible. The company must be the individual's personal company, requiring at least a 5% holding in share capital and voting rights. They must also meet entitlement criteria related to profits, assets upon closing down, or sale proceeds of the company's share capital.

In each scenario, the business or company must primarily engage in trading activities, excluding substantial investment activities. This is typically interpreted as occupying more than 20% of the business's activities by measures such as turnover and management time.

Associated Disposals

The concept of associated disposals plays an important role in the application of Business Asset Disposal Relief, particularly for partners or individuals holding shares in a personal company. This facet of BADR allows for the relief on gains from the sale of assets used in the business, after a material disposal of business assets, marking a significant step back from the business. 

For an associated disposal to qualify, specific conditions must be met, including a material disposal that marks a considerable reduction in the taxpayer's stake in the business. Specifically, partners need to sell at least 5% of the partnership's assets, and shareholders are obliged to offload a minimum of 5% of the share capital or securities.

The disposal must coincide with the individual's withdrawal from the business, clearly defined as a reduction in ownership rather than a cessation of work within. Also, the asset in question must have been used in the business for a minimum of two years and owned by the individual for at least three years before its disposal. However, the relief may be limited if the asset wasn't used throughout the ownership period or if the business paid rent for using the asset. 

This framework ensures that BADR supports genuine divestments linked to an individual's disengagement from their business, reinforcing its aim to facilitate entrepreneurial transitions and business restructuring.

Tax Planning and Strategy

Effective tax planning and strategic asset structuring are key to maximising the benefits of Business Asset Disposal Relief. One critical element in leveraging the relief efficiently is the timing of asset disposals. Individuals should plan disposals to align with BADR eligibility criteria, such as owning the business or asset for the requisite period—two years for most qualifying assets.

Structuring business assets and ownership interests to meet BADR criteria can significantly impact eligibility and the relief amount. For individuals with interests in multiple businesses or assets, considering how each asset contributes to the business's trading activities and its qualification for BADR is essential. Ensuring that ownership levels meet the minimum requirements for a material disposal—such as holding at least 5% of the shares and voting rights in a company—is vital for shares and securities.

For assets associated with a material disposal, careful consideration should be given to how these assets are used within the business and the timing of their disposal relative to the withdrawal from the business. Strategic planning around these factors can enhance the likelihood of qualifying for BADR and maximise the tax relief obtained.

In essence, strategic timing and careful structuring of business assets are pivotal in optimising the tax benefits under BADR. These strategies not only ensure compliance with the eligibility requirements but also set up a tax-efficient approach to disposing of business assets, ultimately enhancing financial outcomes for individuals and partners involved in the sale.

Common Pitfalls and How to Avoid Them

Claiming Business Asset Disposal Relief (BADR) can be fraught with pitfalls, notably the failure to satisfy the two-year ownership and trading conditions before disposal. Owners often mistakenly believe their operation qualifies as trading when, in reality, HMRC may classify it otherwise due to substantial investment activities. These common errors can lead to denied BADR claims, highlighting the necessity for careful preparation and verification.

To ensure eligibility and enhance the potential relief, maintaining comprehensive records is imperative. Detailed documentation of ownership duration, business activities, and asset usage directly supports a claim. Furthermore, assessing the business's trading status against HMRC's criteria should be a continuous process, not just at the point of disposal.

Seeking professional tax advice is also important. Tax professionals can provide valuable insights into structuring business assets and timing disposals to align with BADR requirements.

Case Studies

Scenario 1: Selling a Business


A sole trader decides to retire and sell her boutique after owning it for five years. She successfully claims BADR, significantly reducing her CGT since the sale qualifies as a material disposal of a business asset, fulfilling the two-year ownership criterion.

Scenario 2: Disposing of Shares

An employee sells his 10% stake in a tech startup he worked for over three years. His shares qualify for BADR because the company is trading, and he meets the 5% ownership and voting rights requirement, enabling him to benefit from the reduced CGT rate.

Scenario 3: Trustees

A Family Trust disposes of property used in a family-owned restaurant. The property qualifies under BADR since it was used in the beneficiary’s trade, aligning with the associated disposals criteria. This allows the trust to leverage BADR for the property sale, attributed to the beneficiary’s involvement in the business.

Conclusion

Business Asset Disposal Relief (BADR) stands as a cornerstone of the UK's strategy to invigorate economic growth through entrepreneurship and investment. By slashing Capital Gains Tax from 20% to 10% for eligible disposals, BADR offers a substantial tax incentive, underscoring the importance of strategic asset management and timing in business operations.

The adjustment of the lifetime limit to £1 million emphasises the need for careful planning, particularly for those navigating the complex landscape of business asset disposal. 

Whether it involves selling a business, divesting shares, or managing trust assets, understanding and taking advantage of BADR is essential. It not only affords significant tax savings but also aligns with broader fiscal strategies aimed at fostering a vibrant business environment in the United Kingdom.

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