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Capital Gains Tax Planning for Founder Liquidity Events

For UK tech startup founders, secondary share sales and liquidity events during funding rounds represent crucial opportunities to realise partial value from years of company building whilst maintaining significant ownership and future upside potential. 

However, these transactions create immediate capital gains tax obligations that, without proper planning, can consume 18-24% of proceeds unnecessarily. 

This comprehensive guide explores strategic capital gains tax planning for founder liquidity events, from secondary sales during funding rounds through partial exits and earnout arrangements, helping founders maximise after-tax proceeds whilst preserving key tax reliefs for eventual full exits.

Discover 7 Smart Strategies To Scale Your Funded Tech Startup By Boosting Cashflow And Saving Tax

Capital Gains Tax Planning

Capital Gains Tax Planning

Understanding the Current CGT Landscape 

Before exploring strategic planning, founders must understand the current capital gains tax environment and recent changes affecting liquidity event planning. 

CGT Rates and BADR Changes 

Capital gains tax rates for share disposals vary based on gain size, BADR eligibility, and disposal timing: 

For disposals in 2025/26: 

  • 14% for gains eligible for Business Asset Disposal Relief (BADR) 
  • 18% for gains falling in basic rate income tax band 
  • 24% for gains taxed in higher or additional rate bands 

For disposals from April 2026: 

  • 18% for BADR-qualifying gains (rate increase) 
  • 18% for gains in basic rate band (unchanged) 
  • 24% for gains in higher/additional rate bands (unchanged) 

The rate change narrows the gap between BADR and standard rates from 10 percentage points to 6 percentage points, reducing but not eliminating BADR’s value. For founders planning partial liquidity events, this creates important timing considerations. 

Annual exempt amount of £3,000 for 2025/26 provides modest tax-free gains allowance, though this rarely significantly impacts substantial liquidity events. 

Understanding Founder Liquidity Events 

Founder liquidity events involve selling portions of shareholdings for cash whilst retaining majority stakes and continued involvement in companies. These differ fundamentally from full exits where founders sell entire positions and typically exit operational roles. 

Common liquidity event types include secondary sales during funding rounds where investors purchase founder shares alongside primary investment, pre-IPO liquidity programmes where late-stage companies facilitate founder share sales, tender offers where buyers acquire minority stakes from multiple shareholders, and partial strategic sales where founders sell minority positions to strategic partners. 

Liquidity Event Type Typical Size Timing Tax Rate (2025/26) Tax Rate (2026/27+)
Funding Round Secondary 10-30% of holding Series B+ 14-24% 18-24%
Pre-IPO Programme 5-15% of holding 6-18 months pre-IPO 14-24% 18-24%
Tender Offer 10-40% of holding Opportunistic 14-24% 18-24%
Partial Strategic Sale 20-40% of holding Pre-full exit 14-24% 18-24%

 

Motivations for partial liquidity include de-risking personal financial positions by converting paper wealth to cash, funding personal obligations (house purchases, education, lifestyle), diversifying concentrated wealth positions, and taking some chips off the table whilst maintaining meaningful upside exposure. 

Business Asset Disposal Relief Fundamentals 

Understanding BADR mechanics and the recent rate changes provides the foundation for strategic planning around liquidity events. 

BADR Rates and Savings 

Tax savings from BADR vary depending on disposal timing: 

Gain Amount Standard Rate (24%) BADR (2025/26 at 14%) Saving BADR (2026/27+ at 18%) Saving
£500K £120,000 £70,000 £50,000 £90,000 £30,000
£1M £240,000 £140,000 £100,000 £180,000 £60,000
£2M £480,000 £140K + £240K = £380K £100,000 £180K + £240K = £420K £60,000

The £1 million lifetime limit means BADR benefits cap at £100,000 maximum savings (2025/26) or £60,000 (2026/27+) regardless of total gain amount, making strategic planning around this limit crucial for founders anticipating substantial total exit values. 

Rate increase impact: The 4 percentage point increase from April 2026 reduces BADR’s value by £40,000 on full £1 million lifetime limit utilisation. Whilst material, this represents relatively modest percentage of typical exit values, suggesting founders shouldn’t rush exits purely for rate timing. 

Calculating Capital Gains 

Capital gain calculation follows: Disposal proceeds minus acquisition cost minus incidental costs of disposal equals capital gain. 

Acquisition cost typically represents nominal amount paid for founder shares (often £1 or minimal amounts), making virtually entire proceeds constitute taxable gains in liquidity events. 

Incidental costs including legal fees, valuation costs, and advisory fees directly attributable to disposal can reduce gains, though these rarely materially affect tax calculations given typical small size relative to proceeds. 

Example calculation (2025/26 disposal): Founder acquired 100,000 shares for £100 total. Sells 20,000 shares for £2 million. Acquisition cost allocated to disposal: £20 (pro-rata basis). Legal fees: £15,000. Capital gain: £2,000,000 – £20 – £15,000 = £1,984,980. 

Tax calculation: Using BADR: £1,000,000 × 14% = £140,000. Remaining £984,980 × 24% = £236,395. Total tax: £376,395 (18.8% effective rate). 

Same disposal in 2026/27: £1,000,000 × 18% = £180,000. Remaining £984,980 × 24% = £236,395. Total tax: £416,395 (20.8% effective rate). Rate change adds £40,000 tax (2% of proceeds). 

Calculating Capital Gains

Calculating Capital Gains

BADR Preservation During Partial Sales 

Maintaining BADR eligibility represents critical consideration for partial liquidity events, as qualifying disposals save substantial tax both on current transaction and future disposals. 

BADR Qualification Requirements 

Qualifying conditions for BADR include holding at least 5% of ordinary share capital, holding at least 5% of voting rights, being entitled to at least 5% of distributable profits, being entitled to at least 5% of assets on winding up, being employed as officer or employee throughout qualifying period (minimum two years), and company being trading company or holding company of trading group. 

The 5% threshold represents critical boundary requiring careful monitoring during liquidity events. Founders must ensure post-sale ownership remains above 5% to preserve BADR eligibility for future disposals. 

Pre-Sale Holding Sale Amount Post-Sale Holding BADR Status Planning Required
15% 5% 10% Preserved Standard planning
8% 2% 6% Preserved Monitor carefully
6% 1.5% 4.5% Lost Avoid or restructure
20% 10% 10% Preserved Comfortable buffer

Strategic considerations when approaching 5% threshold include limiting sale sizes to maintain comfortable buffers above 5%, negotiating anti-dilution provisions in funding rounds to prevent future dilution below 5%, or timing liquidity after other dilutive events (option exercises, warrant conversions) are completed. 

Partial Sales and BADR Lifetime Limit Management 

Lifetime limit utilisation requires strategic consideration across multiple disposal events. The £1 million limit applies cumulatively across all qualifying disposals in founder’s lifetime. 

Traditional planning approach: Conventional wisdom suggested preserving BADR lifetime allowance for largest transactions (typically final exits) rather than using on smaller partial sales. This maximised the 10 percentage point advantage (under old rates) on largest possible gain. 

Rate change impact on strategy: With BADR rate increasing from 14% to 18%, the calculus changes for disposals timing around April 2026. Using BADR at 14% on partial sales completing before April 2026 may prove more valuable than preserving for future when rate will be 18%. 

Example scenario analysis: 

Founder considering £800K secondary sale in Q1 2026 with £5M full exit anticipated 2027. 

Option A – Use BADR on secondary (Q1 2026 at 14%): 

  • Secondary: £800K × 14% = £112K tax 
  • Future exit (2027 at 18%): £200K BADR remaining × 18% + £4.8M × 24% = £36K + £1,152K = £1,188K 
  • Total tax across both: £1,300K 

Option B – Preserve BADR for future: 

  • Secondary: £800K × 24% = £192K tax 
  • Future exit: £1M × 18% + £4M × 24% = £180K + £960K = £1,140K 
  • Total tax across both: £1,332K 

Option A (using BADR pre-rate change) saves £32K despite using relief on smaller transaction – reversing traditional planning assumptions for disposals in this timing window. 

Post-April 2026 disposals: Traditional advice about preserving BADR for largest transactions resumes once rate stabilises at 18%, as the percentage advantage remains but timing arbitrage opportunity disappears. 

Employment Status and BADR 

Officer or employee requirement means founders must maintain formal employment or director roles to preserve BADR eligibility. Secondary sales don’t typically affect employment status, but founders should ensure continued formal relationships. 

Documentation importance includes maintaining service agreements or director appointments, regular board meeting attendance and participation, and payroll arrangements demonstrating ongoing employment. 

Discover 7 Smart Strategies To Scale Your Funded Tech Startup By Boosting Cashflow And Saving Tax

Strategic Tax Planning for Secondary Sales 

Optimising tax outcomes from secondary sales requires advance planning across multiple dimensions from timing through structuring and investor negotiations. 

Timing Optimisation for Rate Changes 

April 2026 deadline for 14% BADR rate creates specific planning window for secondary sales potentially completing in late 2025 or early 2026. 

Acceleration considerations for pre-April 2026: 

  • Secondary sales naturally completing Q4 2025 or Q1 2026 benefit from scheduling to capture 14% rate 
  • Potential £40,000 savings on full BADR usage justifies modest scheduling adjustments 
  • Avoid rushing if acceleration compromises company readiness or valuation 

Strategic assessment framework: 

Consideration Accelerate for Rate Wait Despite Rate
Natural timing Q4 2025 / Q1 2026 Q2 2026+
Value impact Minimal from timing Material delay cost
BADR usage Using substantial BADR Using minimal BADR
Company readiness Fully prepared Additional work needed

Tax year boundary planning beyond rate changes can generate additional savings through optimal utilisation of annual exemptions and rate bands, though a modest £3,000 annual exemption limits savings potential. 

Size and Pricing Considerations 

Secondary sale sizing balances personal liquidity needs against maintaining meaningful ownership, investor perception management, and BADR preservation requirements. 

Typical secondary sale ranges: 

Funding Stage Typical Secondary Range Considerations Tax Impact (2025/26)
Series A 0-10% of founder holding Rare, commitment concerns 14-24% on proceeds
Series B 10-20% of founder holding Becoming standard 14-24% on proceeds
Series C 15-30% of founder holding Expected by all 14-24% on proceeds
Pre-IPO 20-40% of founder holding Preparing for liquidity 14-24% on proceeds

Pricing dynamics in secondary sales typically follow primary round pricing with a potential 10-20% discount for illiquidity, though circumstances vary. Founders should negotiate terms ensuring fair pricing whilst recognising investors’ perspective on secondary premiums. 

Investor Negotiation Strategies 

Investor perspectives on founder secondaries vary substantially. Some investors view founder liquidity positively as aligning incentives and reducing desperation, whilst others worry about commitment levels or view it as founders lacking confidence. 

Negotiation approaches include proactively addressing in term sheet discussions rather than late-stage surprises, positioning as reasonable de-risking rather than lack of confidence, limiting size to amounts preserving meaningful founder ownership, and structuring as part of overall funding package rather than separate transaction. 

Example communication: “We’re excited about the business trajectory and committed long-term. Taking modest secondary liquidity allows us to de-risk personal financial situations whilst maintaining 75%+ of our current holdings and full operational focus. The liquidity improves our risk tolerance for bold strategic moves benefiting all shareholders.” 

Tax-Efficient Structuring Options 

Advanced structuring can optimise tax outcomes from partial liquidity events, though complexity must balance against genuine tax benefits and the changing rate environment. 

Earnout and Deferred Consideration 

Deferred payment structures spreading proceeds across multiple tax years can optimise CGT positions, though rules around instalments and BADR require careful analysis. 

Instalments and CGT generally trigger full CGT liability in disposal year even when proceeds received over time. This means deferring receipts doesn’t defer tax liability, limiting timing benefits of instalment arrangements. 

Contingent consideration linked to future performance may qualify for different tax treatment depending on structuring. Well-structured contingent payments qualify as additional disposal proceeds taxed when received, whilst poorly structured arrangements might constitute income. 

BADR interaction with contingent payments: Initial disposal may use BADR lifetime allowance, with subsequent contingent payments potentially facing 24% rate if allowance exhausted. Careful structuring and lifetime limit management essential. 

Rate change interaction: Contingent payments received after April 2026 face prevailing rates at payment date. Initial disposal before April 2026 using BADR gets 14% rate, but subsequent earnouts (if BADR exhausted) face 24% rate whenever received. 

EIS Deferral Relief 

Reinvesting secondary proceeds into EIS-qualifying companies allows deferring CGT, potentially indefinitely if EIS investments eventually qualify for CGT exemption on disposal. 

Deferral mechanics permit investing secondary proceeds into EIS shares and deferring gains by amounts reinvested. For example, £2 million secondary gain can be entirely deferred by investing £2 million into EIS shares within allowed period (one year before to three years after disposal). 

Strategy 2025/26 Tax 2026/27+ Tax Eventual Outcome Total Tax
No Planning £376K (on £2M gain) £376K
EIS Deferral £0 (deferred) £0 (if EIS gains) CGT-free exit £0 potentially
EIS Deferral + Loss £0 (deferred) Tax on crystallised loss Partial benefit Varies

Practical considerations include identifying appropriate EIS investment opportunities, balancing risk-return, understanding EIS rules and holding period requirements, accepting that deferred gains eventually crystallise if EIS investments are sold at a loss, and recognising substantial early-stage investment risks. 

Rate environment interaction: Deferring gains at 14-24% rates and potentially achieving CGT-free exit through EIS qualification provides a powerful tax planning opportunity. Even if EIS investments ultimately realise losses, the time value of money from deferral provides benefits. 

Partial Sales vs Full Exit Considerations 

Founders must weigh partial liquidity benefits against potential advantages of delaying all liquidity until complete exits, with rate changes affecting this analysis. 

Financial Modelling with Current Rates 

Partial liquidity scenario (2025/26): Founder sells 20% at £50M valuation = £10M proceeds 

  • Tax: £1M × 14% + £9M × 24% = £140K + £2.16M = £2.3M 
  • Net proceeds: £7.7M 
  • Remaining 80% ownership for future exit 

Eventual full exit (2027) at £250M: 

  • Proceeds on remaining 80%: £40M 
  • Tax: No BADR remaining, £40M × 24% = £9.6M 
  • Net: £30.4M 

Combined result: £7.7M + £30.4M = £38.1M net across both transactions 

Alternative – Wait for full exit at £250M: 

  • Total proceeds: £50M 
  • Tax: £1M × 18% + £49M × 24% = £180K + £11.76M = £11.94M 
  • Net proceeds: £38.06M 

Analysis: Partial liquidity provides £40K better outcome due to capturing 14% BADR rate pre-April 2026, whilst also providing earlier risk reduction. This reverses typical analysis where waiting for single larger exit often proves more tax-efficient. 

Post-April 2026 analysis: If both partial and full exit occur post-April 2026, traditional analysis suggesting full exit proves marginally more efficient resumes (avoiding duplicate transaction costs and complexity). 

Advantages of Partial Liquidity 

Financial security from partial liquidity allows founders to de-risk personal finances without complete exit, fund personal obligations reducing financial stress, and diversify wealth beyond single company concentration. 

Operational benefits include reduced financial pressure on company decisions, increased risk tolerance for bold strategic moves, and alignment with investors through shared risk-taking. 

Psychological benefits providing confidence from financial security, reduced desperation in subsequent negotiations, and ability to focus fully on company building. 

Tax timing benefits (pre-April 2026): Partial sales completing before April 2026 capture 14% BADR rate, potentially saving £40,000 on £1 million gain versus waiting for post-April 2026 exit. 

Disadvantages and Trade-offs 

Tax efficiency concerns mean paying CGT now on partial proceeds rather than potentially more favourable treatment later (though rate changes complicate this), potentially exhausting BADR lifetime limits on smaller transactions, and incurring transaction costs (legal fees, valuations) multiple times. 

Ownership dilution from selling shares reduces future exit proceeds, diminishes control and voting rights, and may create perception issues with employees or partners. 

Valuation considerations recognise that private company secondary valuations may undervalue compared to future exit prices, meaning selling now forfeits future appreciation, and market timing risks around optimal exit windows. 

International Considerations 

Founders with international tax connections face additional complexity around capital gains taxation requiring specialist advice. 

Non-UK Resident Founders 

UK CGT liability for non-UK residents disposing of shares depends on various factors including share type and holding period. Generally, non-UK residents don’t pay UK CGT on disposal of portfolio shareholdings in trading companies, though significant shareholding rules may apply. 

Planning opportunities for non-UK resident founders include timing disposals during non-residence periods potentially eliminating UK CGT, though temporary non-residence rules prevent avoidance through short-term emigration. 

Coordination requirements with foreign tax jurisdictions mean understanding tax treatment in residence country, utilising double tax treaty benefits where available, and comprehensive planning addressing multiple jurisdictions. 

Emigration Planning 

Temporary non-residence rules prevent UK CGT avoidance by requiring UK residents who leave UK and return within five years to pay UK CGT on gains during non-residence period. 

Genuine emigration establishing long-term non-UK residence can eliminate UK CGT on subsequent disposals, though this requires legitimate establishment of foreign residence, not temporary arrangements. 

Split year treatment may apply to year of departure allowing tax-efficient disposal during non-residence portion of year, though complex rules require professional advice. 

Reporting and Compliance 

Proper reporting of capital gains ensures compliance whilst claiming all available reliefs and allowances. 

CGT Returns and Payment Deadlines 

Self-assessment reporting requires including capital gains on annual self-assessment returns (filed by 31 January following tax year). For 2025/26 disposals, reporting deadline is 31 January 2027. 

Payment deadlines mean CGT on share disposals payable by 31 January following tax year (same deadline as overall self-assessment balance), with payments on account potentially required for following year if tax liability exceeds £1,000. 

Capital Gains Summary pages (SA108) require detailed information including disposal proceeds, acquisition costs, incidental costs, and relief claims. 

BADR Claims 

BADR claims must be made in self-assessment returns for year of disposal, with specific information required about shareholdings, employment status, and trading status. 

Rate specification: Returns should correctly apply 14% rate for 2025/26 disposals or 18% rate for 2026/27+ disposals. HMRC systems typically calculate correctly based on disposal date, but founders should verify rate application. 

Supporting documentation should be maintained including share certificates or equity statements, employment contracts or director appointment letters, and evidence of two-year qualifying period. 

Time limits for BADR claims mean claiming within self-assessment return deadline, with late claims generally not permitted. Given rate changes, ensuring timely claims becomes even more important. 

Case Studies: Optimal Liquidity Strategies with Current Rates 

Examining specific scenarios illustrates how rate changes affect optimal strategies for different circumstances. 

Case Study 1: Series B Secondary (Q1 2026) 

Profile: Founder owns 20% of Series B company valued at £80 million (£16 million founder holding value). Series C anticipated Q2 2026 with secondary opportunity. 

Liquidity proposal: Sell 5% of company (25% of holding) for £4 million during Series C. 

Timing options: 

Option A – Complete in March 2026 (before rate change): 

  • Gain: £4M (minimal acquisition cost) 
  • Tax: £1M × 14% + £3M × 24% = £140K + £720K = £860K 
  • Net proceeds: £3.14M 
  • BADR remaining: £0 

Option B – Complete in May 2026 (after rate change): 

  • Gain: £4M 
  • Tax: £1M × 18% + £3M × 24% = £180K + £720K = £900K 
  • Net proceeds: £3.1M 
  • BADR remaining: £0 

Analysis: Completing in March saves £40K (1% of proceeds). If Series C naturally targeting Q2 2026 anyway, modest delay cost likely exceeds tax saving. However, if Series C timing flexible, March completion worthwhile. 

Decision: If Series C can reasonably complete in March without compromising terms or valuation, pursue that timing. Otherwise, April/May completion with £40K additional tax accepted as reasonable cost for optimal commercial terms. 

Case Study 2: Preserving BADR for Larger Exit 

Profile: Founder owns 15% of company valued at £100 million. Considering £3M secondary sale now, with £20M+ full exit anticipated 18 months. 

Strategy analysis: 

Use BADR now (2025/26): 

  • Secondary: £3M × 14% (using £1M BADR) + £2M × 24% = £140K + £480K = £620K 
  • Future exit (2027): £20M × 24% = £4.8M 
  • Total: £5.42M 

Preserve BADR for future: 

  • Secondary: £3M × 24% = £720K 
  • Future exit: £20M × 18% (using £1M BADR) + £19M × 24% = £180K + £4.56M = £4.74M 
  • Total: £5.46M 

Analysis: Preserving BADR for larger future exit costs £40K more overall – traditional advice proved correct even with rate changes because future exit much larger than secondary. 

Decision: Preserve BADR lifetime allowance for full exit, accepting 24% rate on current secondary. 

Case Study 3: International Founder Timing 

Profile: Founder emigrated from UK to Dubai two years ago (non-resident for CGT purposes). Owns 25% of UK company valued at £60 million. Tender offer opportunity for £6M (10% stake). 

Tax analysis: 

  • As non-UK resident for over five years: No UK CGT liability 
  • Dubai: No capital gains tax 
  • Total tax: £0 

Strategic consideration: Non-resident status eliminates UK CGT entirely (potential £900K-£1.44M saving depending on BADR availability). Strong incentive for disposal whilst non-resident. 

Rate change irrelevance: BADR rate changes are immaterial as non-resident status eliminates UK CGT regardless of rates. 

Decision: Optimal timing for liquidity given non-UK residence status. Proceed with tender offer. 

Professional Advisory Considerations 

Optimising capital gains tax outcomes from liquidity events requires professional advice proportionate to transaction size and complexity, particularly given recent rate changes. 

Discover 7 Smart Strategies To Scale Your Funded Tech Startup By Boosting Cashflow And Saving Tax

When to Seek Advice 

Professional advice essential for secondary sales exceeding £500,000, situations approaching BADR qualification thresholds, disposals timing around April 2026 rate change, complex structures (earnouts, international elements), or uncertain tax treatment requiring HMRC clearance. 

Typical advisory costs include tax specialists (£5,000-£20,000 for secondary sale advice including rate change analysis), legal advisers (£10,000-£30,000 for transaction documentation), and corporate finance advisers if managing auction process (2-5% of proceeds). 

ROI from professional advice often exceeds 10x through tax savings (including rate timing optimisation), improved transaction terms, and avoided costly mistakes. 

Rate change-specific advice: Tax specialists can model various scenarios with different timing and BADR usage strategies, helping optimise decisions around April 2026 boundary. 

Conclusion

Capital gains tax planning for founder liquidity events requires balancing immediate financial needs against long-term tax efficiency, preserving key reliefs for larger future disposals, understanding and optimising around rate changes, and maintaining operational focus through appropriate financial security. 

Founders achieving optimal outcomes from partial liquidity share common characteristics: planning comprehensively before executing transactions, understanding BADR qualification and preservation requirements, making informed decisions about BADR lifetime limit utilisation considering rate changes, considering timing around April 2026 rate change without being driven solely by it, and maintaining professional tax advice throughout processes. 

Poor liquidity planning creates substantial value destruction through inadvertent BADR disqualification on future disposals, inefficient lifetime limit usage on small early transactions (though rate changes complicate traditional rules), missed rate timing opportunities worth up to £40,000, and costly mistakes requiring expensive remediation. 

Important: Rate Changes Summary 

Business Asset Disposal Relief rates: 

  • 2025/26: 14% (saves £100K vs standard 24% rate on £1M gain) 
  • 2026/27+: 18% (saves £60K vs standard 24% rate on £1M gain) 

This 4 percentage point increase affects strategic timing for disposals around April 2026, though founders should not rush transactions purely for rate savings when business readiness and valuation matter more. 

The investment in professional advice (typically £15,000-£50,000 for comprehensive planning including rate change analysis) typically generates returns exceeding costs by 10-20x through improved tax positions, better negotiation outcomes, and avoided compliance failures. For founders who have built substantial value over years of dedication, strategic liquidity planning ensures they optimise financial outcomes whilst maintaining focus on continued value creation. 

This blog post is intended as general guidance only and does not constitute tax or financial advice. Capital gains tax planning involves complex rules that are highly fact-specific. Tax rates are subject to change through government legislation. You should always consult with qualified tax advisers before making decisions about share disposals or liquidity events.

FAQ

Q1. What is a founder liquidity event and why is it important?
A1. A founder liquidity event involves selling a portion of shares (e.g., during funding rounds or tender offers) to realise cash while retaining ownership and future upside. It helps founders de-risk financially, diversify wealth, and fund personal needs without fully exiting the business.

Q2. What are the current UK capital gains tax (CGT) rates for founder share sales?
A2. For 2025/26, CGT rates are 14% for gains qualifying for Business Asset Disposal Relief (BADR), 18% for basic rate taxpayers, and 24% for higher/additional rate taxpayers. From April 2026, BADR increases to 18%, while other rates remain unchanged.

Q3. How does Business Asset Disposal Relief (BADR) benefit founders?
A3. BADR reduces CGT on qualifying gains up to a £1 million lifetime limit. In 2025/26, it applies a 14% rate (saving up to £100,000 vs 24%), and from 2026/27 it applies an 18% rate (saving up to £60,000).

Q4. What is the key requirement to maintain BADR eligibility during partial share sales?
A4. Founders must retain at least 5% of shares, voting rights, and economic interest after the sale, and remain an employee or officer for at least two years. Dropping below 5% can disqualify future gains from BADR.

Q5. Should founders accelerate share sales before April 2026 to benefit from lower tax rates?
A5. Founders may benefit from completing sales before April 2026 to use the 14% BADR rate, potentially saving up to £40,000. However, decisions should not be driven solely by tax timing—company readiness, valuation, and deal terms are more important.

Meet Serkan

Serkan Tatar - Director at M. Tatar and Associates
Serkan is the Co-Partner of M.Tatar & Associates, a chartered accountancy, tax advisory, and statutory auditor practice in North London. He specialises in helping tech start-up founders and CEOs make informed financial decisions, with a sustainably focused agenda and expertise in all things investment property. He regularly shares his knowledge and best advice on his blog and other channels, such as LinkedIn. Book a call today to learn more about what Serkan and M.Tatar & Associates can do for you.

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