SPVs · property companies · exit routes

Share sale or asset sale? Selling property held in a limited company

There are two ways out. The company can sell the property, or you can sell the company with the property still inside it. The tax, the costs, the buyers and the lawyers are different for each — and the route that looks best on paper isn’t always the one that completes. We buy either way — the property or the whole company — so this guide lays both out honestly, with a calculator that runs them side by side on your numbers.

Taxed twiceasset sale: corporation tax of 19–25% on the company’s gain, then dividend tax or capital gains tax to get the cash out to you

Taxed onceshare sale: capital gains tax of 18% or 24% on your shares — but the buyer takes on the company’s untaxed gain, and prices it in

0.5% vs SDLTa buyer of shares pays 0.5% stamp duty; a buyer of the property pays full SDLT, usually with the 5% surcharge — that gap is why share buyers can pay more

What the buyer actually takes

Switch between the two routes and watch what moves. The property goes to the buyer either way. Everything else is the difference.

In an asset sale the buyer takes the property (with any tenancies); the company keeps its history, pays off the mortgage and pays corporation tax on the gain. In a share sale the buyer takes the whole company: the property, the mortgage if the lender agrees, the tenancies, the company’s entire history, and its untaxed gain.

Where every pound goes — both routes, your numbers

Four figures you already know. The calculator runs an asset sale followed by a solvent liquidation against a share sale, and shows who ends up with each slice of the price.

Rates used: corporation tax 19% to £50,000 of profit, marginal relief to £250,000, 25% above (FY2026); capital gains tax 18% or 24% with the £3,000 annual exemption (2026/27); stamp duty on shares 0.5%; SDLT at the higher residential rates on the whole purchase, or non-residential rates for six or more dwellings. Assumes: one individual shareholder with £100 of share capital, no other company profits or associated companies, no Business Asset Disposal Relief (letting is an investment activity), an early repayment charge of 2% of the mortgage (change it under “Adjust the assumptions”), a liquidation cost of £5,000, and a buyer who can claim relief from the 17% company rate. Illustration only — not tax advice.

The honest pros and cons

Neither route is “the clever one”. They suit different owners, portfolios and buyers.

Asset sale — the company sells the property

Anyone can buy it — owner-occupiers, landlords, cash buyers, auction rooms. The widest market usually means the best achievable price and speed.
Sell one at a time, choosing which and when — as tenants leave, or to spread gains across accounting periods.
Ordinary conveyancing. The buyer takes the building, not the company’s past: no corporate due diligence, no warranties about its history.
The company can reinvest the proceeds and put off the second layer of tax.

Two layers of tax before the money is yours: corporation tax, then dividend tax or capital gains tax on the way out.
Early repayment charges on every fixed-rate mortgage paid off early.
Agent and conveyancing fees on each property; liquidation fees and months of process if you wind the company up.
The buyer pays full SDLT, which can pull their offer down.

Share sale — you sell the company

One layer of tax: capital gains tax on your shares. No corporation tax on the property gain at the point of sale.
The buyer pays 0.5% stamp duty, not SDLT — a saving that can support a higher price, and one buyers are often willing to share.
Tenancies, leases, contracts and managing agents carry on untouched.
The whole portfolio moves in one transaction — and the mortgage can stay, if the lender agrees.
A clean exit from being a landlord: the tenants, the compliance, the mortgage and the company’s admin all pass to the buyer on one date.

Fewer buyers. Most individuals won’t buy a company and many lenders won’t fund one, so you need a buyer set up for it.
The buyer inherits the untaxed gain — and asks for a discount for it.
The buyer inherits everything the company ever did, so expect full due diligence, warranties, indemnities and a tax covenant — with claims possible after completion.
Corporate, property and tax lawyers on both sides; lender consent and release of your personal guarantees. All or nothing.

If the property was never in a company: a personal sale is taxed once, at 18% or 24% capital gains tax, reported and paid within 60 days of completion. Moving personally owned property into a company just to sell it as shares isn’t a shortcut — the transfer itself generally triggers capital gains tax and SDLT at market value.

The costs that can apply

Some fall on both routes, some on one. Tap a route to filter.

Mortgage early repayment chargeDue when a fixed or discounted loan is paid off early — commonly a percentage of the balance that steps down each year. In a share sale it only bites if the lender won’t consent to the change of ownership and the loan is refinanced; the charge then usually comes off the price.

Both

Estate agent or auction feesThe average high-street fee is around 1.4% including VAT; auction and direct-buyer routes vary.

Asset

Conveyancing, per propertyAround £610–£950 for a typical residential sale, more for leasehold or commercial. A company seller also needs a board minute and ID checks on its directors and major shareholders.

Asset

Corporation tax on the gain19% to 25% of the company’s gain. Associated companies share the £50,000 and £250,000 limits, so landlords with several companies can pay 25% on smaller gains.

Asset

Getting the cash outDividend tax (10.75%, 35.75% or 39.35%), or a members’ voluntary liquidation: fees from about £2,000–£3,000 plus VAT for simple cases, 6–12 months, then capital gains tax on what’s paid out.

Asset

Corporate legal feesA share purchase agreement, disclosure letter and tax covenant, plus property due diligence. There’s no reliable public benchmark — get fixed-fee quotes.

Share

Discount for the untaxed gainThe company still owns the property at its original cost, so the buyer will one day pay corporation tax on your gain. Expect them to negotiate part or all of that off the price.

Share

Warranty claims and retentionsYou promise things about the company’s past; if a promise proves wrong, the buyer can claim. Part of the price may be held back, and larger deals often buy warranty and indemnity insurance.

Share

Capital gains tax on your shares18% or 24% on the gain above the £3,000 annual exemption. Business Asset Disposal Relief generally isn’t available, because letting property is an investment activity.

Share

AccountancyFinal or completion accounts, the corporation tax computation, and reconciling your director’s loan account.

Both

How an early repayment charge typically steps down on a five-year fixExample: £200,000 left on the loan. Hover or tap a year. Your own offer document has the real schedule.

Traps worth raising with your adviser

The liquidation anti-avoidance rule

A payment out of a liquidation can be taxed as income instead of capital if you held 5% or more, the company was a close company, you carry on a same or similar activity within two years, and avoiding income tax was a main purpose. Whether carrying on letting property personally counts is squarely a question for a Chartered Tax Adviser — ask before you choose the route.

The £25,000 cap on simply striking the company off

Close a company informally and only £25,000 can be treated as capital. Go over that and the whole amount is taxed as income — which is why larger balances usually go through a members’ voluntary liquidation run by a licensed insolvency practitioner.

Moving properties between companies before a sale

If property was moved into the company from another group company with SDLT group relief, and the company leaves the group within three years while still owning it, the relief is clawed back. A capital gains degrouping charge can apply too. Check before splitting a portfolio out for a share sale.

Company-owned homes over £500,000

The Annual Tax on Enveloped Dwellings applies. Letting businesses usually get relief, but the company still has to file a return every year by 30 April — penalties apply even when no tax is due.

Personal guarantees and lender consent

Company mortgages usually come with directors’ personal guarantees. In a share sale, make their release a written condition of completion. In an asset sale they fall away when the loan is repaid.

Shareholders who live abroad

Non-UK residents can still be taxed in the UK on selling shares in a company whose value comes mainly from UK property. Take advice in both countries.

Who you’ll need, route by route

The wrong kind of lawyer is the most common, most expensive mistake. Pick your route.

Checking credentials: solicitors are on the SRA register (and the Law Society’s Find a Solicitor); licensed conveyancers on the CLC register; Chartered Tax Advisers and ATT members on the CIOT and ATT directories; insolvency practitioners on GOV.UK’s Find an insolvency practitioner; mortgage brokers on the FCA register. For tax help, look for CTA, ATT, ACA or ACCA qualifications and confirmed anti-money-laundering supervision.

Where we fit: we buy the property or the company

We buy property out of limited companies (an asset sale) and we buy the companies themselves (a share sale). Either way you get a written offer and a completion date you choose — a guaranteed exit from being a landlord. On that date the tenants, the compliance, the mortgage and the company admin stop being yours.

Which route suits you depends on why you’re selling — retirement, divorce, a portfolio that no longer makes sense, or something else — and on facts only your advisers can see. We’ll refer you to the right qualified people for your situation, and we always recommend taking their advice before you decide. If a share sale is your route, we’ll tell you up front what our due diligence needs, and our offer will reflect the company as it stands: its mortgage, its untaxed gain and its history. If an asset sale is your route, the date matters as much as the price — it decides which accounting period the gain lands in, when the early repayment charge drops a step, and when your accountant can start the liquidation. More on the mechanics is on selling a property your limited company owns.

The questions company owners ask

What is the difference between a share sale and an asset sale?

In an asset sale the company sells the property, just as a person would, and keeps everything else — its history, its bank account and the tax bill on the gain. In a share sale you sell the company itself, so the buyer takes the property together with the mortgage (if the lender agrees), the tenancies, the company's whole history and its untaxed gain. The tax, the buyers, the costs and the lawyers are different for each.

Is a share sale always more tax-efficient?

Not always. A share sale is taxed once — capital gains tax at 18% or 24% on your shares — while an asset sale is taxed twice, corporation tax in the company and then tax again to get the cash out. But the buyer of a company inherits its untaxed gain and usually wants a discount for it, the legal costs are higher, you give warranties about the company's past, and far fewer people can buy a company. On paper the share sale often wins; in practice the gap can shrink or disappear.

Can I claim Business Asset Disposal Relief when I sell my property company?

Usually not. The relief is for trading companies, and HMRC treats letting property as an investment activity rather than a trade. So owners of buy-to-let companies normally pay capital gains tax at the ordinary rates of 18% or 24%, whether they sell the shares or wind the company up after an asset sale. Property developers and traders raise different questions, so check with a tax adviser.

Will I have to pay an early repayment charge on the company mortgage?

In an asset sale, yes, if the mortgage is still inside a fixed or discounted period when it is paid off — commonly a percentage of the balance that steps down each year. In a share sale the mortgage can stay with the company, but only if the lender consents to the new owners; if it won't and the buyer refinances, the charge comes back and usually comes off the price. The completion date can matter as much as the price.

Do you buy limited companies or shares?

Yes. We buy property out of limited companies, and we buy the companies themselves with the property inside. Either way you get a written offer and a completion date you choose, so your exit from being a landlord (tenants, compliance, mortgage and company admin) is guaranteed on that date. The right route depends on your circumstances, such as retirement, divorce or winding down a portfolio, so take advice from a qualified tax adviser and solicitor before you decide. We'll refer you to the right people.

Which kind of lawyer do I need?

For an asset sale, a conveyancing solicitor or licensed conveyancer — or a commercial property solicitor for portfolios, blocks and commercial buildings. For a share sale, a corporate solicitor to run the share purchase agreement, warranties and tax covenant, usually with a property colleague for due diligence. In both cases speak to a Chartered Tax Adviser before you choose the route, and to a licensed insolvency practitioner if you plan to wind the company up afterwards.

Get the company a figure in writing

There's no obligation and nothing to sign. We'll give you a figure in writing, with our reasoning, and you can take it — and the calculator above — to your accountant before you decide.

Or call us: 0191 249 3969 · 8am–8pm, seven days

Sources: GOV.UK, corporation tax rates · ATT, 2026/27 rates for individuals · GOV.UK, Business Asset Disposal Relief · HMRC, stamp duty on shares · GOV.UK, SDLT residential rates · GOV.UK, SDLT non-residential rates · GOV.UK, SDLT for companies · Property Tax Partners, SPV share vs asset sale · Jonathan Lea Network, selling an SPV · The Gazette, members’ voluntary liquidation · Property118, early repayment charges · HomeOwners Alliance, cost of selling · GOV.UK, find an insolvency practitioner.

England, Wales and Northern Ireland. General information about how the rules usually work — not tax, legal or financial advice, and we are not tax advisers. Your own position depends on facts we can’t see; speak to a qualified tax adviser, accountant and solicitor before choosing a route. Rates checked 16 September 2026; the Autumn Budget on 28 October 2026 may change them. Last reviewed September 2026.