This article is relevant to those of you who are taking TX-UK in an exam in the period 1 June 2026 to 31 March 2027 and in June 2027, and is based on tax legislation as it applies to the tax year 2025-26 (Finance Act 2025).
Shares
The disposal of shares can create a particular problem. This is because the shares disposed of might have been purchased at different times, and it is then difficult to identify exactly which shares have been sold. Disposals of shares are matched with purchases in the following order:
- Shares purchased on the same day as the disposal.
- Shares purchased within the following 30 days.
- Shares in share pool.
The share pool aggregates all purchases made up to the day of the disposal.
Example 25Ivy has had the following transactions in the shares of Jing plc:
Ivy’s chargeable gain for 2025-26 is:
Share pool
The disposal is first matched with the same day purchase and then against the share pool. |
The reason that disposals are matched with shares purchased within the following 30 days is to prevent a practice known as bed and breakfasting. Typically, this is where a person sells shares at the close of business one day and then buys them back at the opening of business the next day. By this means, they could previously establish a chargeable gain or a capital loss without a genuine disposal being made. The 30-day matching rule makes bed and breakfasting much more difficult because the subsequent purchase cannot take place within 30 days.
Example 26Keith purchased 1,000 shares in Long plc on 5 July 2025 for £10,000. The shares have fallen in value, so he would like to establish a capital loss. Therefore, the shares were sold on 2 December 2025 for £2,000 and purchased back on 10 December 2025 for £1,900. Keith’s transactions are caught by the 30-day matching rule. The disposal on 2 December 2025 will be matched with the purchase on 10 December 2025, and for 2025-26 he will therefore have a chargeable gain of £100 (2,000 – 1,900) rather than a capital loss of £8,000 (10,000 – 2,000). |
However, it is still possible to achieve a similar result as that prevented by the bed and breakfasting 30-day matching rule:
- Shares are sold and then an immediate purchase is made of shares by a spouse (or a partner in a registered civil partnership).
- Shares are sold and then there is an immediate purchase of shares within an individual savings account (ISA).
- Shares are sold, followed by an immediate purchase of shares in a different company but in the same business sector.
With individuals, it might be necessary to establish a market value figure where the shares are disposed of by way of a gift rather than being sold.
The market value of an asset is used rather than the actual proceeds when a gift is made between family members because they are connected persons.
Example 27Maude made a gift of her entire shareholding of 10,000 £1 ordinary shares in Night plc to her daughter. On the date of the gift, the shares were quoted at £5.10 – £5.18.
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Where an unquoted company is concerned, a share valuation is based on the market value of the shares gifted rather than the diminution in value (the basis for inheritance tax purposes).
Example 28On 4 May 2025, Daniel made a gift to his son of 15,000 £1 ordinary shares in ABC Ltd, an unquoted investment company. Before the transfer, Daniel owned 60,000 shares out of ABC Ltd’s issued share capital of 100,000 £1 ordinary shares. ABC Ltd’s shares are worth £18 each for a holding of 60%, £10 each for a holding of 45% and £8 each for a holding of 15%. The value of the gifted shares is £120,000 (15,000 x £8). |
With a bonus issue, there is no additional cost involved. The only thing which changes is the number of shares held.
Example 29On 22 January 2026, Oliver sold 30,000 £1 ordinary shares in Pink plc for £140,000. Oliver had purchased 40,000 shares in Pink plc on 9 February 2024 for £96,000. On 3 April 2025, Pink plc made a 1 for 2 bonus issue. Oliver’s chargeable gain for 2025-26 is:
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With a rights issue, the new shares are paid for and so the cost figure will have to be adjusted.
Example 30On 22 January 2026, Quinn sold 30,000 £1 ordinary shares in Red plc for £140,000. Quinn had purchased 40,000 shares in Red plc on 9 February 2023 for £100,000. On 3 May 2025, Red plc made a 1 for 2 rights issue. Quinn took up her allocation under the rights issue in full, paying £3.00 for each new share issued. Quinn’s chargeable gain for 2025-26 is:
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A paper for paper takeover or reorganisation is not a chargeable disposal. The new shares simply take the place of the original shares and are deemed to have been purchased at the same time and for the same cost. Where more than one class of new share is acquired as a result of the takeover/reorganisation, the original cost is apportioned according to the market values of the new shares immediately after the takeover/reorganisation.
Example 31On 28 March 2026, Rita sold her entire holding of £1 ordinary shares in Sine plc for £55,000. Rita had originally purchased 10,000 shares in Sine plc on 5 May 2023 for £14,000. On 7 August 2024, Sine plc had a reorganisation whereby each £1 ordinary share was exchanged for two new £1 ordinary shares and one £1 preference share. Immediately after the reorganisation, each £1 ordinary share in Sine plc was quoted at £2.50 and each £1 preference share was quoted at £1.25. Rita’s chargeable gain for 2025-26 is:
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Where cash is received on a takeover, the normal disposal rules will apply.
Example 32Chai purchased 12,000 £1 ordinary shares in Beta Ltd on 27 July 2018 for £23,900. On 15 July 2025, Beta Ltd was taken over by ABC plc and Chai received £6 for each of her shares in that company. Chai’s chargeable gain for 2025-26 is:
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Where a takeover is partly for shares and partly for cash, the part disposal rules will apply.
Example 33Richard purchased 10,000 £1 ordinary shares in Split plc on 21 July 2022 for £23,100. On 28 August 2025, Split plc was taken over by Combined plc. For each of his £1 ordinary shares in Split plc, Richard received two £1 ordinary shares in Combined plc plus £2.50 in cash. Immediately after the takeover, Combined plc’s £1 ordinary shares were quoted at £4.00. Richard’s chargeable gain for 2025-26 in respect of the cash received is:
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Rollover relief
Rollover relief allows a chargeable gain to be deferred (rolled over) where the disposal proceeds received on the disposal of a business asset are reinvested in a new business asset. The deferral is achieved by deducting the chargeable gain from the cost of the new asset.
To qualify for rollover relief, both the old asset and the new asset must be qualifying assets and used in the trade of the claimant. The most relevant types of qualifying asset as far as TX-UK is concerned are:
- Land and buildings
- Fixed plant and machinery
- Goodwill
It is not necessary for the old asset and the new asset to be in the same category.
Example 34What are the conditions which must be met in order that rollover relief can be claimed?
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Where the disposal proceeds of the old asset are not fully reinvested in the new asset, the amount not reinvested remains chargeable and the amount of gain which can be rolled over is correspondingly reduced. Therefore, if the amount not reinvested is greater than the chargeable gain, the full gain will be immediately chargeable and no rollover relief will be available.
Where the new asset is a depreciating asset, the gain does not reduce the cost of the new asset but is instead held over. A depreciating asset is an asset with a predictable life of less than 60 years. The only types of depreciating asset which you need to be aware of are fixed plant and machinery and short leaseholds.
Example 35Violet sold a factory on 15 August 2025 for £320,000 and this resulted in a chargeable gain of £85,000. She is considering the following alternative ways of reinvesting the proceeds from the sale of her factory:
The reinvestment will take place during November 2025 and all the assets are used in Violet’s trade. Freehold warehouse
Freehold office building
Leasehold factory
Freehold factory
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When the asset disposed of was not used entirely for business purposes, the proportion of the chargeable gain relating to the non-business use does not qualify for rollover relief.
Example 36Willow sold a freehold factory on 8 November 2025 for £146,000 and this resulted in a chargeable gain of £74,000. The factory was purchased on 15 January 2023. 75% of the factory had been used for business purposes by Willow as a sole trader, but the other 25% was never used for business purposes. Willow purchased a new freehold factory which will be used 100% for business purposes on 10 November 2025 for £156,000. Willow’s chargeable gain for 2025-26 is:
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Gift holdover relief
Gift holdover relief allows a chargeable gain to be deferred (held over) when a gift is made of a qualifying business asset. The deferral is achieved by deducting the chargeable gain of the donor who has made the gift from the base cost of the donee who has received the gift.
Gift holdover relief is also available when a sale is made at less than market value. In this case, any excess of sale proceeds over the original cost of the asset will be immediately chargeable.
As far as TX-UK is concerned, the most relevant types of qualifying business asset are:
- Assets used for trade purposes by a sole trader.
- Shares in a personal company (where the individual has at least a 5% shareholding).
- Shares in unquoted trading companies.
Example 37On 15 August 2025, Xia sold 10,000 £1 ordinary shares in Yukon Ltd, an unquoted trading company, to her daughter for £75,000. The market value of the shares on that date was £110,000. The shareholding was purchased on 10 July 2024 for £38,000. Xia and her daughter have claimed gift holdover relief in respect of this disposal. Xia’s chargeable gain for 2025-26 is:
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If a gift is going to result in an immediate chargeable gain, it might be possible to restrict the gain to the amount of the annual exempt amount or any available capital losses.
Example 38Bertie has a holding of 5,000 £1 ordinary shares in Gift Ltd, an unquoted trading company, which he had originally purchased for £3.50 per share. The current market value of the shares is £7.50, but Bertie is going to sell some of the holding to his son at £5.00 per share during the tax year 2025-26. Bertie and his son will claim gift holdover relief in respect of this disposal.
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Where business asset disposal relief is available, it may not be beneficial to claim gift holdover relief.
Example 39On 10 April 2025, Pia made a gift of her entire holding of 60,000 £1 ordinary shares (a 60% shareholding) in Zuper Ltd, an unquoted trading company, to her daughter Rita. Pia had purchased the shares on 1 June 2015 for £60,000, and was an employee of the company from that date until 10 April 2025. The market value of the shares on 10 April 2025 was £260,000. Rita sold the 60,000 £1 ordinary shares in Zuper Ltd on 28 March 2026 for £262,500. She has never been an employee or a director of the company. Both Pia and Rita are higher rate taxpayers, and neither of them made any other chargeable gains during the tax year 2025-26. Gift holdover relief not claimed (business asset disposal relief is available) Pia’s CGT liability for 2025-26 is:
Rita will not have a CGT liability for 2025-26 because her chargeable gain of £2,500 (262,500 – 260,000) is less than the annual exempt amount. Gift holdover relief claimed Rita’s CGT liability for 2025-26 is:
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Where the disposal consists of shares in a personal company, gift holdover relief will be restricted if the company has chargeable non-business assets.
Example 40On 5 October 2025, Zia made a gift of her entire holding of 20,000 £1 ordinary shares in Apple Ltd, a personal company, to her daughter. The market value of the shares on that date was £200,000. The shares had been purchased on 1 January 2023 for £140,000. On 5 October 2025, the market value of Apple Ltd’s chargeable assets was £150,000, of which £120,000 was in respect of chargeable business assets. Zia and her daughter have claimed gift holdover relief in respect of this disposal. Zia’s chargeable gain for 2025-26 is:
Gift holdover relief is restricted to £48,000 (60,000 x 120,000/150,000), being the proportion of chargeable assets to chargeable business assets. |
Investors’ relief
Where an investment in company shares is concerned, business asset disposal relief is only available where an individual meets a 5% shareholding condition and is also an officer or employee of the company.
However, investors’ relief effectively extends relief to external investors in trading companies which are not listed (unlisted) on a stock exchange. With certain exceptions (such as being an unremunerated director) the investor must not be an employee or a director of the company whilst owning the shares.
There is no minimum shareholding requirement.
Investors’ relief has its own separate £1 million lifetime limit (the same limit as for business asset disposal relief), with qualifying gains being taxed at a rate of 14%. To qualify for investors’ relief, shares must be:
- Newly issued shares acquired by subscription.
- Owned for at least three years after 6 April 2016 (when investors’ relief was introduced).
Example 41On 20 June 2022, Winnie subscribed for 150,000 £1 ordinary shares (a 2% shareholding) in Unquote Ltd, an unquoted trading company, at their par value. She has never been an employee or director of the company. Winnie sold the 150,000 shares in Unquote Ltd for £760,000 on 15 December 2025. Winnie’s shareholding in Unquote Ltd does not qualify for business asset disposal relief because the 5% shareholding condition is not met and she was not an employee or director of the company. However, the conditions for investors’ relief are met, including the three-year holding period requirement. Winnie’s CGT liability is:
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Basic capital gains tax planning
CGT planning for married couples has already been covered in part 1 of this article (see example 13).
Delay a disposal until the following tax year
Delaying a chargeable disposal which is going to be made towards the end of a tax year until the beginning of the next tax year, will postpone the resulting CGT liability by one year.
Example 42Zach is going to dispose of a shareholding on 5 April 2026. If Zach makes the disposal on 5 April 2026 (tax year 2025-26), the due date for the CGT liability will be 31 January 2027. If he postpones the disposal by one day until 6 April 2026 (tax year 2026-27), the due date will be one year later – 31 January 2028. |
Spread a disposal over two tax years
Spreading a disposal over two tax years will mean that two annual exempt amounts are available. For a basic rate taxpayer, more of the gain will be taxed at the lower rate of CGT. Such planning works particularly well with quoted shares since a disposal can easily be divided into two.
Example 43Juliet’s taxable income for the tax years 2025-26 and 2026-27 will be £20,700. During March 2026, she is going to dispose of 35,000 £1 ordinary shares in Great plc, and this will result in a chargeable gain of £2 per share. Juliet will not make any other disposals during the tax years 2025-26 and 2026-27. Based on the rates and allowances for the tax year 2025-26, Juliet should dispose of at least 10,000 shares in 2025-26 and postpone the disposal of at least 10,000 shares in Great plc until the tax year 2026-27. The resulting chargeable gain of £20,000 (10,000 x £2) will enable her annual exempt amount of £3,000 and unused basic rate tax band of £17,000 (37,700 – 20,700) for 2026-27 to be utilised. The CGT saving will be £1,740:
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Match chargeable gains and capital losses
If a chargeable gain has been made, investments standing at a loss could be disposed of during the same tax year in order to create a capital loss. However, care needs to be taken so that the annual exempt amount is not wasted.
Example 44Som is a higher rate taxpayer and has already made a chargeable gain of £27,000 for the tax year 2025-26. She has 20,000 £1 ordinary shares in Worthless plc which are currently standing at a capital loss of £3.00 per share. Som could dispose of 8,000 shares in Worthless plc before 5 April 2026. The resulting capital loss of £24,000 (8,000 x £3) will reduce her taxable gains to nil (27,000 – 24,000 – 3,000). |
In the exam
- Make sure that you identify any exempt disposals.
- Do not forget to deduct the annual exempt amount if it is available.
- It is important to establish how much of a person’s basic rate tax band is available. Remember that a taxable income figure is after the personal allowance has been deducted.
- Remember that a lower rate of CGT applies to chargeable gains which qualify for either business asset disposal relief or investors’ relief.
- When dealing with shares, it is important to look carefully at the dates to see if same day or 30-day matching is applicable.
- An unincorporated business is not treated as a separate entity for CGT purposes. Therefore, when a business is disposed of you should deal with each asset separately.
Example 45On 13 July 2025, Dear sold 1,000 of her 3,000 £1 ordinary shares in XYZ plc for £2,800. She died on 5 April 2026, and the remaining 2,000 shares were inherited by her daughter. On that date, these shares were valued at £6,300. The holding of 3,000 shares had been purchased on 20 June 2018 for £2,400.
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An overview of corporate chargeable gains
You have seen how individuals are subject to CGT. Although there are a lot of similarities in the way in which the chargeable gains of a limited company are taxed, there are also some very important differences:
- A limited company’s chargeable gains form part of taxable total profits. They are not taxed separately.
- The annual exempt amount is not available.
- An indexation allowance is given when calculating chargeable gains for a limited company. However, the indexation allowance has been frozen at December 2017.
- Limited companies can only benefit from rollover relief, and this is applied after taking account of any indexation allowance. They cannot benefit from business asset disposal relief or gift holdover relief.
Basic computation
The basic computation for a limited company is virtually the same as for an individual. However, you may also be expected to calculate the indexation allowance:
- When an asset is purchased prior to December 2017 and subsequently sold, the indexation allowance will be given from the month of acquisition up to December 2017.
- When an asset is purchased from January 2018 onwards and subsequently sold, no indexation allowance will be available.
- Where the indexation allowance is available, indexation factors will be provided.
- The indexation allowance cannot be used to create or increase a capital loss.
- The indexation allowance is not given on the incidental costs of disposal, so these should be shown separately in the computation if the indexation allowance is available. However, indexation allowance is given on the incidental costs of purchase.
Example 46Delta Ltd sold a factory on 15 February 2026 for £420,000. The factory was purchased on 24 October 1995 for £164,000, and was extended at a cost of £37,000 during March 2023. Delta Ltd incurred legal fees of £3,600 in connection with the purchase of the factory, and legal fees of £6,200 in connection with the disposal. The indexation factor from October 1995 to December 2017 is 0.856.
There is no indexation allowance for the enhancement expenditure of £37,000 because this was incurred after December 2017. |
When a limited company has a capital loss, it is first set off against any chargeable gains arising in the same accounting period. Any remaining capital loss is then carried forward and set off against the first available chargeable gains of future accounting periods.
Although chargeable gains are included as part of a company’s taxable total profits, capital losses are never set off against other income.
Example 47Even Ltd’s results are:
The corporation tax liability of Even Ltd for the years ended 31 March 2026 and 2027 is:
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Shares
For limited companies, disposals of shares are matched with purchases in the following order:
- Shares purchased on the same day as the disposal.
- Shares purchased during the nine days prior to the disposal.
- Shares in the 1985 pool.
Example 48On 15 February 2026, Fair Ltd sold 70,000 £1 ordinary shares in Gong plc for £430,000. Fair Ltd had originally purchased 40,000 shares in Gong plc on 10 June 1995 for £110,000, and purchased a further 60,000 shares on 20 August 1999 for £180,000. Indexation factors are:
Chargeable gain
1985 pool
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In the exam
- Remember that limited companies are not entitled to the annual exempt amount.
- Remember that chargeable gains are part of a limited company’s taxable total profits. They are not taxed separately.
- When dealing with shares, it is important to look carefully at the dates to see if same day or nine-day matching applies.
Written by a member of the TX-UK examining team
