Tax and exit planning · Budget 2026
Business Asset Disposal Relief: What Business Owners Need to Know for 2027
In short
Business Asset Disposal Relief (BADR) can reduce Capital Gains Tax on qualifying business disposals. As at 1 November 2026, qualifying gains are taxed at 18% and the lifetime limit on qualifying gains is £1m. Budget 2026 announced that the limit will fall to £500,000 for qualifying disposals on or after 6 April 2027, through Finance Bill 2026-27. The 18% rate itself is not changing.
Written by Tony Vaughan
Published: · Last reviewed: · Editorial policy
Key points
- The BADR rate stays at 18%; the lifetime limit halves to £500,000 from 6 April 2027.
- The limit counts gains, not proceeds, and includes relief you have claimed before.
- Eligibility depends on several conditions held for two years; 5% ownership alone is not enough.
- Tax should inform an exit timetable, not dictate it. Prepare early and take advice before binding steps.
What is Business Asset Disposal Relief?
Business Asset Disposal Relief, formerly Entrepreneurs' Relief, is a Capital Gains Tax relief for individuals and some trustees who dispose of all or part of a business, or of shares in their "personal company". Qualifying gains are taxed at 18% for disposals from 6 April 2026, rather than at the 24% main rate that would otherwise usually apply to a higher-rate taxpayer.(GOV.UK) The relief is capped by a lifetime limit on the total qualifying gains an individual can claim against.
It is a relief, not an entitlement. It applies only where the conditions are met for the particular disposal, and it is claimed through your tax return.
What changed in Budget 2026?
Budget 2026 announced that the BADR lifetime limit will fall from £1m to £500,000 for qualifying disposals made on or after 6 April 2027.(HMRC) The 18% rate is unchanged. HMRC's policy paper says the reduced limit must take account of relief claimed on qualifying gains in the past, and estimates that around three-quarters of claimants will still receive relief on their entire gain.(HMRC) The overview of tax legislation confirms the measure will be legislated in Finance Bill 2026-27.(HMRC)
BADR before and after 6 April 2027
Current law
Disposals up to 5 April 2027
- BADR rate
- 18%
- Lifetime limit
- £1m
Announced; to be legislated in Finance Bill 2026-27
Qualifying disposals from 6 April 2027
- BADR rate
- 18%
- Lifetime limit
- £500,000
Figures from the HMRC policy paper of 29 October 2026 and Budget 2026 Annex A rates. The main rate depends on your income and other gains.
BADR now and from 6 April 2027
BADR rate on qualifying gains
- Now (to 5 April 2027)
- 18%
- From 6 April 2027
- 18% (unchanged)
Lifetime limit on qualifying gains
- Now (to 5 April 2027)
- £1m
- From 6 April 2027
- £500,000
Previous claims
- Now (to 5 April 2027)
- Count towards the limit
- From 6 April 2027
- Count towards the reduced limit
Main CGT rate above the limit (higher-rate taxpayer)
- Now (to 5 April 2027)
- 24%
- From 6 April 2027
- 24%
Legal status
- Now (to 5 April 2027)
- Current law
- From 6 April 2027
- Announced; to be legislated in Finance Bill 2026-27
Who qualifies for BADR?
For a sale of company shares that are not from an EMI scheme, GOV.UK sets out conditions that must all apply throughout the two years up to the date of sale:(GOV.UK)
- you are an employee or office holder of the company, or of a company in the same group;
- the company's main activities are trading rather than, for example, investment, or it is the holding company of a trading group;
- the company is your "personal company": you hold at least 5% of the ordinary shares and at least 5% of the voting rights, and are entitled to at least 5% of either distributable profits and assets on a winding up, or of the disposal proceeds if the company is sold.
You also need lifetime headroom: relief claimed on earlier disposals reduces what is left. Owning 5% of the shares does not, by itself, make a sale qualify. A company that holds significant investment property or surplus cash, a shareholding diluted by new share issues, or a recently changed role can each affect the position.
Special cases
Different rules apply to shares acquired through Enterprise Management Incentive (EMI) options, to sole traders and business partners selling all or part of a business, to business closures, to assets you personally own and let the business use ("associated disposals"), and to trustees.(GOV.UK) These need checking against the full HMRC guidance with your adviser.
How much more tax could a seller pay?
For a seller with a large qualifying gain and no previous claims, the reduced limit means more of the gain is taxed at the main rate. On the illustrative assumptions below, a £1m qualifying gain would bear £180,000 before 6 April 2027 and £210,000 afterwards: a difference of £30,000. The maximum difference for any individual is 6% of the £500,000 of limit that is removed.
Illustration: £1m qualifying gain
- Before 6 April 2027£180,000
£1m × 18%
- From 6 April 2027£210,000
£500,000 × 18% + £500,000 × 24%
Illustrative difference: £30,000
Does selling before 6 April 2027 help?
A qualifying disposal made before 6 April 2027 is measured against the £1m limit. For some owners whose sale is already well advanced, that may matter. For most owners, it is not a reason to bring a sale forward.
A good transaction usually takes months of preparation and a sale process often runs six to twelve months. A rushed process can reduce the price, shift more consideration into deferred or conditional payments, weaken negotiating position or leave a business poorly prepared for due diligence. On the illustration above, the maximum tax difference is £30,000; a weaker price, structure or handover can easily cost more than that.
HMRC also proposes anti-forestalling rules. Where a contract is unconditional but not completed before 6 April 2027, gains will be subject to the £500,000 limit unless the parties can show they did not enter into the contract with a purpose of obtaining a tax advantage from the timing rule; for connected parties, that the contract was entered into for wholly commercial reasons. A statement is required where the gain exceeds £100,000. Separate rules apply to some share reorganisations and exchanges where an election is made on or after 6 April 2027.(HMRC)
Why Heads of Terms do not by themselves determine the tax treatment
Heads of Terms record the main commercial points of a proposed deal, such as price, structure and timetable. They are normally expressed to be non-binding on those points, and they are not the disposal for Capital Gains Tax. Under the general timing rule, a disposal under a contract is usually treated as made when the contract is made (or, for a conditional contract, when the condition is satisfied), not necessarily at completion.(HMRC)
Whether and when a binding contract exists, how conditions are drafted, and how the proposed anti-forestalling rules apply are questions for your solicitor and tax adviser. Signing Heads of Terms before 6 April 2027 does not by itself secure the current limit.
BADR and retirement planning
For many owners the business is the largest part of their retirement wealth, so BADR affects the figure that matters most: what reaches you after tax. That figure depends on several layers, not just the relief.
- Market value and realistic proceeds. What a buyer would actually pay, based on sustainable profit and risk, not a hoped-for multiple. See business valuation and value planning.
- Net proceeds, not headline consideration. Debt, cash and working-capital adjustments, fees, deferred and earn-out payments and tax all change what you receive, and when.
- Financial preparation. Reliable accounts, normalised earnings and clear records support price and reduce renegotiation in due diligence.
- Owner dependency. A business that relies on you personally is worth less and is harder to sell on clean terms. See owner dependency and management readiness.
- Strategic buyer readiness. Buyers pay for what transfers: customers, contracts, people and systems.
- Handover. Many buyers expect the owner to stay for a transition period, which affects retirement timing.
- Transaction timetable. Preparation, marketing, negotiation, due diligence and legal completion each take time.
- Tax and legal advice before binding steps. Restructuring, share reorganisations and contract terms can affect eligibility and timing.
Tax should inform the sale timetable, not dictate it. A retirement plan built on a realistic value, a prepared business and a sensible timetable is usually worth more than a rushed sale to fit a tax date. See business retirement planning.
What if my exit is in 2027, 2028 or later?
Owners planning to exit after 6 April 2027 should plan on the £500,000 limit, less any past claims, and treat the remaining gain as taxed at the main rates current at the time. That makes the commercial drivers even more important: value, readiness, structure and timing. The years before a 2028 or 2029 exit are exactly when owner dependency can be reduced, management strengthened and records prepared. The business exit timeline sets out what typically happens at each stage.
BADR versus Founders' Relief
Budget 2026 also proposed a new Founders' Relief: a 10% rate on up to £10m of lifetime qualifying gains for founders and early investors of high-growth, innovative companies.(HMRC) It is subject to consultation and is aimed at a much narrower group: proposed tests include holding 25% from the start of trading, at least £10m turnover and 15 qualifying employees, and meeting growth or R&D tests. Most established owner-managed businesses will be assessed under BADR. Claims to BADR made from 6 April 2027 are proposed to reduce the Founders' Relief limit.
BADR and proposed Founders' Relief compared
Rate on qualifying gains
- BADR
- 18%
- Founders' Relief (proposed)
- 10%
Lifetime limit from 6 April 2027
- BADR
- £500,000
- Founders' Relief (proposed)
- £10m
Typical shareholding test
- BADR
- 5% shares, votes and economic rights
- Founders' Relief (proposed)
- 25% when the trade began
Holding period
- BADR
- Normally 2 years
- Founders' Relief (proposed)
- 5 tax years
Company scale tests
- BADR
- None; trading company required
- Founders' Relief (proposed)
- £10m turnover, 15 FTE, plus 2 of 3 growth/innovation tests
Status
- BADR
- Existing relief; limit change announced
- Founders' Relief (proposed)
- Proposal subject to consultation
How BADR should fit into an exit plan
BADR is one input into an exit plan, alongside value, route, structure and timing. In practice that means confirming eligibility and remaining headroom early, before restructuring or agreeing terms; understanding how the chosen route (a trade sale, a management buyout, an employee ownership trust or a partial sale) changes the tax analysis; and modelling net proceeds under realistic structures. A partial share sale can qualify where the conditions are met for the shares sold, but retained shares, earn-outs, loan notes and rollover into buyer shares each raise separate timing and relief questions that need specialist advice.
Questions to discuss with your accountant or tax adviser
- Do I currently meet every BADR condition, and have I met them for the full two years?
- How much lifetime limit have I used, and how much will remain from 6 April 2027?
- Would the company's investments, cash or property affect its trading status?
- How would deferred consideration, an earn-out, loan notes or rolled-over shares be taxed, and when?
- When would the disposal be treated as made under the contract terms being proposed?
- How could the proposed anti-forestalling rules apply to a contract made before 6 April 2027?
- Could any planned restructuring or share reorganisation affect eligibility?
How ExitPlanning.co.uk can help commercially
ExitPlanning.co.uk does not give tax advice. Our role is the commercial side of the exit: understanding realistic value, preparing the business, reducing owner dependency, comparing routes and building a sensible timetable, working alongside your accountant, tax adviser and solicitor rather than replacing them. Any enquiry is reviewed in confidence by authorised and experienced exit advisers.
Quick answers on BADR
What is BADR?
- A Capital Gains Tax relief that taxes qualifying gains on business disposals at a reduced rate, currently 18%, up to a lifetime limit. More detail
What is the BADR rate now?
- 18% for qualifying disposals from 6 April 2026. Budget 2026 did not change the rate. More detail
What changes on 6 April 2027?
- The lifetime limit on qualifying gains is to fall from £1m to £500,000 for qualifying disposals on or after that date. More detail
What is the new lifetime limit?
- £500,000 of qualifying gains per individual, reduced by relief already claimed in the past. It measures gains, not sale proceeds. More detail
Who qualifies?
- Typically an employee or office holder with at least 5% of a trading company's shares, votes and economic rights for two years before the sale, but every condition matters. More detail
Can I sell before the change?
- A disposal before 6 April 2027 is measured against the current limit, but anti-forestalling rules are proposed and a commercially poor sale rarely makes sense for tax alone. More detail
Does signing Heads of Terms protect the current allowance?
- No. Heads of Terms are usually non-binding; the tax point generally depends on when a binding, unconditional contract is made, subject to the proposed anti-forestalling rules. More detail
Can BADR apply to a partial share sale?
- It can, where the conditions are met for the shares you sell. Retained shares, earn-outs and rollover into buyer shares each need separate specialist analysis. More detail
What if I have claimed BADR before?
- Earlier claims use up the lifetime limit. From 6 April 2027 the reduced limit takes past relief into account, so some owners may have little or no headroom left. More detail
General information, not personal tax advice. The 18% rate is current law. The reduction of the lifetime limit to £500,000 was announced at Budget 2026 and is to be legislated in Finance Bill 2026-27; it is not yet enacted. Special anti-forestalling rules are proposed for certain contracts made before 6 April 2027 and for some share reorganisation elections. Eligibility and the tax due depend on your circumstances; take advice from a qualified tax adviser before acting. Related: tax questions when selling your business · what Budget 2026 means for exit planning.
Sources and official references
- Capital Gains Tax: new Business Asset Disposal Relief lifetime limit (policy paper) · HM Revenue & Customs, 29 October 2026
- Business Asset Disposal Relief: eligibility, working out your tax and claiming · GOV.UK
- Budget 2026: overview of tax legislation and rates · HM Revenue & Customs
- Budget 2026 · HM Treasury
- Budget 2026: Annex A, rates and allowances · HM Revenue & Customs
- Capital Gains Tax: introduction of a new founders relief (policy paper) · HM Revenue & Customs, 28 October 2026
Primary government sources only. Checked on 1 November 2026.
About this article
ExitPlanning.co.uk is operated by Exit Partners Limited and led by Tony Vaughan, who has more than 30 years' commercial experience, has worked on UK SME sell-side transactions since 2010 and has personally completed more than 150 SME business sales.
Where appropriate we draw on a wider network of experienced advisers, specialists and former business owners. This article is general commercial guidance, not legal, tax or regulated financial advice.
