Criminal Finances Act 2017

Capital Gains Tax applies when you sell or dispose of certain assets and make a profit. Careful planning can significantly reduce the tax payable by using available reliefs and exemptions correctly.

At Applegrow, we help individuals and business owners understand capital gains tax rules and structure disposals in a tax-efficient way.

What Is a Capital Gain?

A capital gain arises when a chargeable asset is sold for more than its original cost. The gain is calculated as:

Sale proceeds (less selling costs)
minus
Purchase price (including acquisition costs)

CGT applies to assets such as shares, business assets, investment property, and certain personal possessions.

Current Capital Gains Tax Rates

For the 2025/26 tax year, CGT rates depend on your total taxable income and gains:

  • 18% on gains that fall within the basic rate income tax band

  • 24% on gains above the basic rate band

These rates apply to most assets, subject to specific exceptions and reliefs.

Business Asset Disposal Relief (BADR)

Business Asset Disposal Relief (formerly Entrepreneurs’ Relief) can significantly reduce CGT on qualifying business disposals.

For 2025/26:

  • Qualifying gains are taxed at an effective rate of 14%

  • The lifetime limit for BADR is £1 million

  • The rate will increase to 18% from 2026/27

Qualifying Disposals

BADR may apply to:

  • The sale of a sole trade or partnership business

  • Shares in a personal trading company

  • Assets used in a business that has ceased within the last three years

Associated disposals (such as personally owned property used in a business) may also qualify, although restrictions can apply, particularly where rent has been charged.

Ownership Conditions and the 5% Rule

To qualify for BADR on company shares:

  • You must have been an employee or director

  • You must hold at least 5% of ordinary share capital

  • You must hold at least 5% of voting rights

  • Additional distribution or proceeds tests must be met

The qualifying ownership period is two years leading up to the date of disposal.

Share Dilution Protection

Where a shareholder’s holding falls below 5% due to fundraising through new share issues, BADR may still be protected. An election can be made to crystallise the gain before dilution, with the option to defer tax until the shares are actually sold.

This area requires careful planning.

Investors’ Relief (IR)

Investors’ Relief is designed for external investors in unlisted trading companies.

Key conditions include:

  • Shares must be newly issued for cash

  • The company must be unlisted and trading

  • Shares must be held for at least three years

The CGT rate under Investors’ Relief is:

  • 14% for 2025/26

  • Increasing to 18% from 2026/27

The lifetime limit for IR is £1 million.

Annual CGT Exemption

Each individual can realise gains up to the £3,000 annual exemption (2025/26) without paying CGT. Couples should consider planning disposals jointly to maximise the use of both exemptions.

Share Identification Rules

Shares of the same class in the same company are treated as one pooled asset. However:

  • Same-day transactions are matched first

  • Purchases within 30 days after disposal are matched next

  • Remaining shares are matched from the pooled holding

These rules are designed to prevent short-term tax planning.

Other CGT Reliefs

Additional reliefs may include:

  • Private Residence Relief

  • Business Asset Rollover Relief

  • Gift Holdover Relief

  • Offset of carried-forward capital losses

Some disposals, such as those involving EIS, VCTs, or share exchanges, can be complex and should be reviewed in advance.

How Applegrow Can Help

Capital gains tax planning should always be done before an asset is sold. Early advice can significantly reduce tax exposure and avoid unexpected liabilities.

Applegrow can help you:

  • Identify available CGT reliefs

  • Plan business or investment disposals

  • Structure transactions tax-efficiently

  • Ensure compliance with current legislation

Unsure if your business is compliant with the Criminal Finances Act?

Contact Applegrow Financial Advisors today for personalised guidance and robust compliance support.