Entrepreneurs’ relief allows you to pay capital gains tax at ten percent on gains made on the disposal of shares issued by your personal company, or assets used by that company.
The company must qualify as your personal company for a full 12 months ending on the earlier of the disposal date and the date it ceases to trade. This period will double to 24 months for disposals made after 5 April 2019, so bear this in mind if you are planning to sell next year.
For the company to qualify as your personal company you must hold at least five percent of the ordinary share capital and at least five percent of the voting rights, plus have a right to five percent or more of the net assets of the company and at least five percent of its distributable profits. These rights are normally attached to full ordinary shares, but they might not to apply to holders of preference shares or shares with other restricted rights.
You need to keep an eye on new share issues as they can dilute your own shareholding. If new shares are issued to investors after 5 April 2019 which dilute your holding to below five percent, your right to claim entrepreneurs’ relief on a future disposal will disappear. However, you can make an election to cash-in your entrepreneurs’ relief at that time to avoid losing it.
Do not forget to tell us if your company is issuing more shares or converting debt into shares, as there is a time limit for making the relevant elections.
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This note was published from our Winter 2018 Tax Briefing dated December 2018
Please be aware that the information above may have changed in subsequent months.
This note is written for the general interest of our clients and is not a substitute for consulting the relevant legislation or for taking professional advice.