Should I sell my property company's shares or its properties?
In a share sale, the owner sells the company that holds the properties rather than the properties themselves. The buyer pays Stamp Duty of 0.5% on the shares instead of Stamp Duty Land Tax on the properties, and the seller avoids the company's own tax on the property gains. In return buyers expect a price discount for the company's latent tax, and full warranties.
Read more in our guide: Selling a portfolio held in a company or trust
Share sale and asset sale compared
| Point | Share sale / Asset sale |
|---|---|
| Buyer's stamp tax | 0.5% Stamp Duty on shares / SDLT on each property |
| Company tax on gains | Stays latent in the company / paid by the company |
| Seller's tax | CGT on the shares / then tax again to extract cash |
| Liabilities | Pass with the company / stay with the seller |
| Paperwork | Share purchase agreement, warranties, disclosure / property contracts |
| Mortgages | May stay in place with lender consent / repaid on completion |
Why some sellers consider share sales
When a limited company sells its properties, it pays Corporation Tax on the gains, and the owner pays tax again to take the cash out. Selling the shares means one layer of tax: CGT on the gain on the shares, at 18% or 24%. Which route leaves a seller better off depends on the figures. Either can come out ahead once the buyer's price adjustment and the seller's own tax are counted, so an accountant should model both before terms are agreed.
What buyers want in return
The buyer inherits the company's lower base cost in the properties, so a future sale by the company would carry more tax. They usually ask for a discount reflecting part of that latent gain. They also take on the company's history, so they carry out financial, tax and legal due diligence and ask for warranties and a tax indemnity backed by part of the price.
A clean company helps
- A company that has only ever held property is easier to sell than one with trading history.
- Up-to-date accounts, filed tax returns, ATED returns and a tidy director's loan account.
- Lender consent for any change of control, or a refinance on completion.
- Tenancy and compliance records as for any portfolio sale.
Tax points
Business Asset Disposal Relief does not normally apply, because a property investment company is not a trading company. A sale of shares is not itself a disposal of UK residential property, so the 60-day CGT reporting rule does not usually apply to UK resident sellers; the gain goes on the tax return. Non-resident sellers can be taxed on shares in property-rich companies.
PSC does not give tax advice or advise on or arrange the sale of company shares. Any proposal involving company shares is checked by a solicitor before details are shared.
Official Sources and Further Reading
General information for landlords in England, checked against official sources in October 2026. It is not tax, legal or financial advice: speak to a qualified accountant or solicitor about your own circumstances.
Frequently Asked Questions
In a share sale, the owner sells the company that holds the properties rather than the properties themselves. The buyer pays Stamp Duty of 0.5% on the shares instead of Stamp Duty Land Tax on the properties, and the seller avoids the company's own tax on the property gains. In return buyers expect a price discount for the company's latent tax, and full warranties.
The landlord company does not change, so tenancies continue untouched, though tenants should be told of any new contact details.
Many company mortgages need consent for a change of control. Some buyers refinance on completion instead.
Not always. A large enough discount for latent tax can wipe out the saving, and some buyers will only buy assets.
Thinking About Selling Your Portfolio?
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