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Business Asset Disposal Relief (BADR), formerly known as Entrepreneurs' Relief until April 2020, is a UK tax relief that reduces the rate of Capital Gains Tax (CGT) payable when you sell or dispose of qualifying business assets. Instead of paying CGT at the standard rate of 20% (or 24% on residential property), qualifying individuals pay just 10% on eligible gains — a significant saving that can make a meaningful difference when exiting a business. BADR applies to gains made by individuals, not companies. The most common scenario is a business owner selling their shares in a trading company. To qualify, you must have owned at least 5% of the ordinary share capital and voting rights in the company, and you must have been an employee or officer of that company for a continuous period of at least 24 months ending on the date of disposal (or the date the company ceased to be a trading company). The relief also extends to sole traders and business partners disposing of all or part of their business, as well as to trustees disposing of assets used in a beneficiary's business. Each individual has a lifetime limit of £1,000,000 on gains that can qualify for BADR — meaning the maximum tax saving over a lifetime is £100,000 compared to the 20% rate. Separate from BADR, Investors' Relief offers a 10% CGT rate on gains up to a £10,000,000 lifetime limit for external investors who subscribe for newly issued shares in unlisted trading companies and hold them for at least three years. Both reliefs must be claimed on your Self Assessment tax return.
Tax Payable = Qualifying Gain × 10% (up to £1,000,000 lifetime limit); Saving vs Standard CGT = Qualifying Gain × (Standard CGT Rate − 10%)
- 1Determine whether the disposal qualifies: you must own ≥5% of ordinary share capital and voting rights, and have been a company employee or officer for at least 24 continuous months before disposal.
- 2Calculate your total capital gain on the disposal by subtracting the original cost (and any allowable improvement costs) from the disposal proceeds, then deduct any allowable losses.
- 3Check your remaining BADR lifetime allowance — you have a maximum of £1,000,000 of qualifying gains across all disposals in your lifetime. Gains above this limit are taxed at the standard CGT rate.
- 4Apply the Annual Exempt Amount (AEA) — currently £3,000 for 2024/25 — to reduce your net gain before calculating tax.
- 5Apply the 10% BADR rate to the qualifying gain (up to your remaining lifetime limit) to calculate the tax due on that portion.
- 6Any gain exceeding the lifetime limit is taxed at the standard CGT rate of 20% for higher/additional rate taxpayers or 10% for basic rate taxpayers (subject to available basic rate band).
- 7Claim BADR on your Self Assessment tax return (SA100) via the Capital Gains supplementary pages, or through a standalone CGT return if required within 60 days of completion.
Full gain qualifies as it is within the £1M lifetime limit
£500,000 × 10% = £50,000. At the standard 20% rate, tax would have been £100,000. BADR saves £50,000 in this scenario.
Only the first £1,000,000 benefits from the 10% BADR rate
The lifetime limit caps qualifying gains at £1M. The remaining £400,000 is taxed at the standard 20% CGT rate for higher rate taxpayers.
Remaining BADR allowance of £800,000 comfortably covers this gain
Gain of £270,000 minus AEA £3,000 = £267,000. At 10% BADR rate: £26,700. Without BADR at 20% it would be £53,400.
Investors' Relief has a £10M lifetime limit and requires no employment condition
Investors' Relief applies to external investors who were not employees. The £10M lifetime allowance and 10% rate apply independently of any BADR claim.
A company founder selling their startup after building it for several years can use BADR to pay just 10% CGT on up to £1M of gain, rather than the standard 20% rate.
A sole trader retiring and selling their business (stock, goodwill, equipment) can claim BADR on the disposal of the whole or part of their business assets.. Industry practitioners rely on this calculation to benchmark performance, compare alternatives, and ensure compliance with established standards and regulatory requirements
A working partner in a trading partnership selling their interest in the partnership to a third party may qualify for BADR on their share of the gain.. Academic researchers and students use this computation to validate theoretical models, complete coursework assignments, and develop deeper understanding of the underlying mathematical principles
A management buyout (MBO) participant selling their shares in the company they manage can benefit from BADR if the shareholding and employment conditions are satisfied.. Financial analysts and planners incorporate this calculation into their workflow to produce accurate forecasts, evaluate risk scenarios, and present data-driven recommendations to stakeholders
An EMI option holder exercising and immediately selling shares in their employer's company can often access BADR even with a sub-5% shareholding, making EMI schemes highly tax-efficient for employees.. This application is commonly used by professionals who need precise quantitative analysis to support decision-making, budgeting, and strategic planning in their respective fields
Associated Disposals
{'title': 'Associated Disposals', 'body': "If you dispose of an asset personally used in your partnership or personal company alongside a disposal of your business interest, it may qualify as an 'associated disposal' and attract BADR. Rules are complex and the personal use asset must have been used in the business throughout the ownership period."}
EMI Share Options
{'title': 'EMI Share Options', 'body': 'Shares acquired through Enterprise Management Incentive (EMI) options can qualify for BADR even if the employee holds less than 5% of the share capital, provided the option was granted at least 24 months before disposal and all other conditions are met.'} This edge case frequently arises in professional applications of business asset disposal where boundary conditions or extreme values are involved. Practitioners should document when this situation occurs and consider whether alternative calculation methods or adjustment factors are more appropriate for their specific use case.
Company Ceasing to Trade
{'title': 'Company Ceasing to Trade', 'body': 'If a company stops being a trading company (for example, it becomes a shell holding investments), BADR may still apply if the disposal occurs within three years of the company ceasing to trade, provided all other conditions were met up to the date of cessation.'}
Anti-Avoidance: Dilution of Shareholding
{'title': 'Anti-Avoidance: Dilution of Shareholding', 'body': 'If a company issues new shares that dilute your holding below 5%, you may be able to elect to be treated as having disposed of and reacquired your shares immediately before the dilution, preserving a BADR claim on the earlier gain. This requires a formal election within a strict time limit.'}
Deferred Consideration and Earn-Outs
{'title': 'Deferred Consideration and Earn-Outs', 'body': 'Where sale consideration is deferred or structured as an earn-out, special rules apply. If the earn-out is unascertainable at the date of disposal, it may be valued as a right to future income and taxed separately when received, potentially at standard CGT rates rather than the BADR rate.'}
| Item | Value |
|---|---|
| BADR CGT Rate | 10% |
| Standard CGT Rate (higher rate) | 20% |
| BADR Lifetime Limit | £1,000,000 |
| Investors' Relief Lifetime Limit | £10,000,000 |
| Investors' Relief Rate | 10% |
| Annual Exempt Amount (2024/25) | £3,000 |
| Minimum Share Ownership for BADR | 5% ordinary shares + 5% voting rights |
| Minimum Employment Period | 24 months continuous |
| CGT Return Deadline (property) | 60 days from completion |
What is the lifetime limit for Business Asset Disposal Relief?
The lifetime limit for BADR is £1,000,000 of qualifying gains. This limit applies across all disposals made during your lifetime, not per disposal event. Once you have used the full £1M allowance, any further gains are taxed at the standard CGT rate. In practice, this concept is central to business asset disposal because it determines the core relationship between the input variables.
How long must I have been a director or employee to qualify?
You must have been a director or employee of the company for a continuous period of at least 24 months ending on the date of disposal (or the date the company ceased to be a trading company if earlier). Part-time employment counts provided the role is genuine. The process involves applying the underlying formula systematically to the given inputs. Each variable in the calculation contributes to the final result, and understanding their individual roles helps ensure accurate application.
What percentage of shares must I own to qualify for BADR?
You must own at least 5% of the ordinary share capital and hold at least 5% of the voting rights. Additionally, since April 2019, you must also be entitled to at least 5% of the company's distributable profits and 5% of net assets on a winding-up. All conditions must be met for the full 24-month qualifying period.
Can trustees claim Business Asset Disposal Relief?
Yes. Trustees of a settlement can claim BADR when they dispose of assets that have been used in a trade carried on by a qualifying beneficiary, provided the beneficiary has a life interest in the settled property and they meet the qualifying conditions. The beneficiary's lifetime limit is shared. This is an important consideration when working with business asset disposal calculations in practical applications.
Is BADR available on property disposals?
BADR is not available on the disposal of investment properties. However, it can apply to commercial property that has been used in a qualifying business — for example, premises used in a sole trader's trade — when the whole business is being disposed of. This is an important consideration when working with business asset disposal calculations in practical applications. The answer depends on the specific input values and the context in which the calculation is being applied.
How do I claim BADR?
You claim BADR through your Self Assessment tax return by completing the Capital Gains supplementary pages (SA108). You must tick the BADR box and provide details of the qualifying disposal. The claim must be made by the first anniversary of 31 January following the tax year of disposal. The process involves applying the underlying formula systematically to the given inputs.
What is the difference between BADR and Investors' Relief?
BADR is designed for business owners who work in their company (employees/directors) and applies to gains up to £1M at 10%. Investors' Relief targets external investors who subscribed for newly issued shares in unlisted trading companies, hold them for ≥3 years, and were not employees. Investors' Relief has a separate £10M lifetime limit per individual, also at 10% CGT.
What happened to Entrepreneurs' Relief?
Entrepreneurs' Relief was renamed to Business Asset Disposal Relief in April 2020. At the same time, the lifetime limit was reduced from £10,000,000 to £1,000,000. Any gains that had already been claimed under Entrepreneurs' Relief count towards the new £1M BADR lifetime limit. This is an important consideration when working with business asset disposal calculations in practical applications. The answer depends on the specific input values and the context in which the calculation is being applied.
专业提示
Keep a record of the exact date you first became an employee or officer of the company, as the 24-month clock starts from that date. If you are planning a disposal, delay it if necessary to ensure the 24-month condition is fully satisfied — even a short delay can be worth tens of thousands of pounds in tax savings.
你知道吗？
When the relief was renamed from Entrepreneurs' Relief to Business Asset Disposal Relief in 2020, the lifetime limit was simultaneously cut from £10 million to £1 million — a 90% reduction — eliminating what had been a very generous tax break for high-value business exits.