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Practice guide: Sale of a UK company

Martin Bell examines the key tax issues for a UK corporate vendor to consider when selling a subsidiary

Despite continuing concerns as to whether the UK economy is really moving out of the most signifi cant recession for decades there are some encouraging signs of increased corporate transaction activity.

This article considers the main tax issues for a UK corporate vendor when disposing of a UK subsidiary. A share sale will typically give a better tax result for a vendor provided the disposal meets the conditions for the Substantial Shareholding Exemption (SSE) and hence a capital gain is exempt.

An asset sale may result in taxable gains on the disposal of goodwill and other intangibles as well as the clawback of previous tax relief on capital expenditure.

The vendor needs to bear in mind however that there is a natural conflict here – a buyer is likely to prefer...

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