Selling the business
You are about to receive a large sum. After the tax on the sale, the money can be lent to the company or used to fund shares for your children and a trust. The sections below set out how.
For business owners
You have built something valuable. When it sells, or the cash builds up faster than you can use it, a family investment company can keep the wealth under your control and move its future growth to the next generation. We plan it with the sale, not after it.
You are about to receive a large sum. After the tax on the sale, the money can be lent to the company or used to fund shares for your children and a trust. The sections below set out how.
The trading company has more cash than it needs. A dividend to you is taxed, so owners look for a way to keep the cash in a company structure. A holding company or a family investment company above the group can help.
You want your children to benefit from the wealth, without giving up control. Growth shares and, where useful, a trust move the growth, not the control.
You have a holding company and want a longer-term plan for the investments. A family investment company can sit above or alongside it.
After the sale and the tax on it, the proceeds sit in your hands. You lend part to the family investment company, which invests it. You keep access through tax-free loan repayments, and the growth builds up in the shares held by your children and, if used, a trust. The part you keep as a loan stays in your estate. The saving is on the growth.
This is the most common route. It also works when a holding company sells a trading subsidiary and the proceeds are held there: dividends up to a company shareholder are normally exempt from corporation tax, and a company selling at least 10% of a trading company that it has held for 12 months can qualify for the substantial shareholding exemption. Those points belong to the holding company structure, which our sister firm Holding Company (opens in a new tab) advises on.
| Question | Why it matters |
|---|---|
| Who is selling: you, a holding company, a trust? | It decides the tax on the sale and who holds the cash |
| Business Asset Disposal Relief | 18% on up to £1m of qualifying gains from 6 April 2026, if the two-year conditions are met. Not available on investment company shares |
| Business Relief | Trading shares can qualify, which is lost once the value is in cash or in an investment company. From 6 April 2026, 100% on the first £2.5m of combined qualifying property |
| Pre-sale restructuring | A holding company or a share exchange needs time, clearances and a main purpose test for share issues from 26 November 2025 |
| The family investment company's design | Shares, trust, funding and control are best agreed before you receive the money |
| Associated companies | A family investment company under the same control as a trading company shares its corporation tax limits |
Pre-sale restructuring and tax on the sale itself are handled by our sister firm Transaction Tax Partners (opens in a new tab). Where a business has an investment arm that should be separated, Demerger Tax (opens in a new tab) advises on demergers. We work with them and your own advisers so the plan hangs together.
Every case differs, but a business sale usually runs along these lines.
Business owners often hold shares that qualify for Business Relief, which can reduce inheritance tax on the business itself, with 100% relief on the first £2.5m of combined qualifying property per person from 6 April 2026 and 50% above it. That relief is lost when the business is sold for cash. Cash held in a family investment company does not qualify either, because relief is not available where the company mainly holds investments.
So the question is not whether a family investment company beats Business Relief, but what to do with the money once the business is sold. A family investment company then gives you the chance to put the growth outside your estate, which would otherwise build up in your own name.
The same applies to Business Asset Disposal Relief, which applies to the sale of trading shares and not to shares in an investment company or to the proceeds.
Where you keep the business and want a family investment company alongside it, three issues come up.
A family investment company suits business owners who want long-term growth outside their estate, not heavy regular income. It is taxed at 25% on its interest, rent and chargeable gains. Most dividends it receives are exempt. Money comes out as tax-free loan repayments first, and then as dividends taxed on the recipient. It does not save tax on the original sale, and it does not remove inheritance tax on the money you lend, which stays in your estate.
If you want the business itself to pass to the next generation, that is a different plan. See when a family investment company isn't right.
We advise business owners on the family investment company and how it fits with the sale, the holding company and the group. We design the structure from a blank piece of paper, set out the options in plain English, and put it in place with your solicitor and accountant, or with our in-house legal team. We have set up 50+ family investment companies and have 15+ years' experience. Estimate the effect with the FIC vs personal investing calculator and the inheritance tax calculator. We respond the same working day.
FAQs
Plan before completion, set up around it. The structure and the order of steps should be agreed before you sign, because the sale itself, any pre-sale restructuring and your reliefs are decided by then. The company can often be formed before the sale and funded when the proceeds arrive. Putting your trading shares into the company before a sale is a different matter, with its own risks and tax costs.
Usually by loan. After the sale and any tax on it, you lend part of the proceeds to the company, which invests them, and you subscribe for freezer shares with a small amount. Value can also be gifted for shares, with cash given to adult children who subscribe, or the trust. A holding company that sold a subsidiary can fund the structure in other ways. The mix depends on your access needs and tax position.
Not if the proceeds go in after the sale. Relief is claimed on your disposal of the trading shares: 18% on up to £1m of qualifying gains from 6 April 2026, with the usual two-year conditions. The company then receives money, not the business. But Business Asset Disposal Relief is not available on shares in an investment company, so you cannot later claim it on the family investment company itself.
It is lost. Business Relief applies to qualifying business property, such as shares in a trading company, not to cash. Once the business is sold, the proceeds are ordinary assets in your estate, liable to inheritance tax at 40% at death, and a family investment company that mainly holds investments cannot qualify either. For that reason many owners look to move the growth on the proceeds outside their estate.
Only what you do not need for living costs and can leave to grow for a long time. Keep enough outside the company for your lifestyle, tax bills and any plans such as buying a home. How much to put in depends on whether you want access through loan repayments, how much you want out of your estate, and whether other structures suit you better. A free call is the place to test the numbers.
Not directly if you own both companies personally. A dividend to you is taxed at 10.75%, 35.75% or 39.35% in 2026/27 above the £500 allowance. If a holding company or the family investment company sits above the trading company as its shareholder, dividends up to it are normally exempt from corporation tax, but that changes the structure and has consequences for reliefs. It needs planning, not a quick move.
Not on the same gain. Tax on the sale is paid once, by the seller, at capital gains tax rates, or by a selling holding company. Lending the proceeds to a family investment company is not a disposal, and a gift of cash is not a taxable gain either. After that the company pays corporation tax on its own income, such as interest, and you pay tax on any dividends you receive. Inheritance tax is a separate question about the growth.
A holding company sits above one or more trading companies and holds their shares, mainly for group structuring: moving profits up tax-free, ring-fencing cash and preparing for a sale. A family investment company is owned by the family to hold and grow family wealth, with share classes for different generations. They can work together, and our sister firm Holding Company advises on the holding company side.
No. Many family investment companies are funded personally, from sale proceeds or savings, with no holding company. A holding company is useful where you want surplus cash from the trading company moved out of the trade tax-free, or where you plan a sale. It can be inserted before or after the family investment company, and each choice has timing and clearance points. We look at the whole picture.
Usually not without a cost. A transfer to a company you control is a disposal at market value to a connected person, so capital gains tax can arise before the sale, and Business Asset Disposal Relief is not available on shares in an investment company. Share exchanges are also subject to a main purpose test. Where the idea is tempting, we model the cost first, and it often favours selling first.
As early as you can, and ideally before heads of terms are agreed. The earlier the planning starts, the more options remain, including any restructuring of the group and decisions about who holds shares. Some steps need clearances or time limits, and cannot be rushed once a buyer is waiting. Even a few weeks gives us time to design the structure and the order of the steps.
Within limits. The usual sources are repayments of your loan, which are not taxed as income, and dividends on any shares you hold, taxed at dividend rates. Salary is only for real work. Profits taxed at 25% in the company and then paid as dividends to an additional-rate taxpayer give an effective rate of about 54.5%, so the structure suits long-term reinvestment more than heavy regular income.
Each founder can have their own plan, or they can combine in one company with separate classes, loans and trusts for each family. Each individual has their own Business Asset Disposal Relief limit of £1m, their own nil-rate band and their own gifting position. Separate companies keep the families apart, while a shared company is simpler. We usually look at both, with each founder advised on their own position.
Rarely, on its own. A dividend is taxed at up to 39.35% in 2026/27 before you lend the rest to the company, which is a real cost. The sums should be compared with leaving the cash in the company, in a holding company or paying it out later. Where the cash is surplus and will never be needed in the trade, other routes may be cheaper.
No. A family investment company can still be funded from proceeds you already hold, by loan, gifted value for shares or both. What is lost is the chance to plan the sale itself. The tax on the sale is fixed, but the future growth on the money can still be moved outside your estate. The sooner it is done, the longer the growth has to build.
If you are selling, usually yes. A corporate finance adviser or broker markets the business and negotiates the price, while we advise on the tax structure of the sale and what to do with the proceeds. We work with your solicitor and accountant, and with a deal adviser if you have one. Our sister firm Transaction Tax Partners advises on tax on the sale itself.
Related advice
How a family investment company is set up, step by step: design, share classes, funding and documents, led by a Chartered Tax Adviser. Free first call.
Read moreFund a family investment company with a parent loan, gifted value for shares, or assets moved in, and see the tax on each route. Free first call.
Read moreOur signature structure: a family investment company with a discretionary trust, alphabet shares, freezer shares for parents and growth shares for children.
Read moreFreezer shares fix the parents' value and keep control; growth shares take the future growth. How they work, how they are valued, and the tax risks.
Read moreBook a free call. A Chartered Tax Adviser will look at your position and tell you honestly whether a family investment company is right for you.
Or write to taxadvisory@aswatax.co.uk
