Ownership Structures at a Glance
The first question in any portfolio sale is who legally owns the properties. It decides who signs, who pays tax on the gain, and what a buyer is actually buying.
| Owned by | Who sells | Tax on the gain |
|---|---|---|
| An individual | The owner | Capital Gains Tax (CGT) |
| Joint owners | All legal owners together | CGT on each owner’s share |
| Limited company or SPV | The company, or its shareholders selling their shares | Corporation Tax for the company; CGT for shareholders selling shares |
| Trust | The trustees, within the trust’s powers | CGT payable by the trustees, at trust rates |
| Partnership or LLP | The partners or members, as the agreement allows | CGT on each partner’s share |
If the properties are in your own name, our guide to Capital Gains Tax when selling rental property covers the main points.
Portfolios in a Limited Company or SPV
Many landlords hold property in a limited company, often a special purpose vehicle (SPV) set up only to own property. Companies are not affected by the restriction on mortgage interest relief that applies to individual landlords, which is one reason company ownership has grown.
When it comes to selling, a company has two broad routes: the company sells its properties, or the shareholders sell the company itself. Each has different tax, legal and practical consequences for both sides.
Selling the Properties or Selling the Company
| Company sells its properties | Shareholders sell the company | |
|---|---|---|
| What the buyer gets | The properties only | The whole company, including its history and any liabilities |
| Tax on the sale | Corporation Tax on the company’s gain | CGT for each shareholder on the share sale |
| Buyer’s purchase tax | Stamp Duty Land Tax on each property, usually at the higher rates for additional dwellings | Stamp duty of 0.5% on the price of the shares |
| Getting cash to the owners | A further step is needed: dividends, loan repayments or winding up the company | Proceeds are paid to the shareholders directly |
| Tenancies | The buyer becomes the new landlord | The company stays the landlord, so tenancies are not transferred |
| Buyer’s checks | Property, title and tenancy checks | All of those, plus the company’s accounts, tax and legal history |
| Legal paperwork | A property sale contract | A share purchase agreement with warranties and indemnities |
Corporation Tax. For company accounting periods from 1 April 2026, the main rate is 25% on profits above £250,000 and the small profits rate is 19% on profits up to £50,000, with marginal relief between the two (GOV.UK). A gain on selling a property is part of the company’s taxable profit.
Share sales. A buyer may prefer to buy shares to avoid Stamp Duty Land Tax on each property, but takes on everything the company has done. Buyers usually ask for warranties and indemnities, carry out deeper checks, and may reduce their price to reflect the tax on gains already built into the company’s properties. Business Asset Disposal Relief generally does not apply to companies that let residential property, because they are treated as investment rather than trading companies.
Which route suits you depends on the numbers for both sides, which is why it should be modelled by your accountant before terms are agreed.
Getting the Money Out of a Company
If the company sells its properties, the money stays in the company until it is paid out. The usual routes are:
- Repaying directors’ loans. If you lent money to the company, for example to buy properties, repaying that loan is not normally taxed.
- Dividends. From 6 April 2026 the dividend ordinary rate is 10.75% and the upper rate 35.75% (GOV.UK). The additional rate is 39.35%.
- Winding up. In a members’ voluntary liquidation, distributions are usually taxed as capital gains rather than income, subject to anti-avoidance rules.
The order and timing of these steps can make a large difference to the total tax, so take advice before the company sells.
Annual Tax on Enveloped Dwellings (ATED). Companies owning a UK home worth more than £500,000 are within ATED. Properties let commercially to unconnected tenants can claim relief, but a relief declaration return must still be filed each year, normally between 1 and 30 April. Check that returns are up to date before a sale, as a buyer will.
Portfolios Held in a Trust
Where property is held in a trust, the trustees are the legal owners and must act within the powers in the trust deed and the law. Points that commonly arise when selling:
- Who can sign. Trustees usually have to act together, and the proceeds of selling land must normally be paid to at least two trustees (or a trust corporation) to give the buyer a valid receipt.
- Tax on the gain. Trustees pay CGT at 24% on gains above the trust’s annual exempt amount, which is £1,500 for 2026 to 2027 (£3,000 where the beneficiary is disabled). The 60-day reporting rule for UK residential property applies (GOV.UK).
- Bare trusts. Where a beneficiary is absolutely entitled, the gain is generally treated as the beneficiary’s rather than the trustees’.
- Inheritance Tax. Selling within a trust does not of itself trigger Inheritance Tax, but paying money out of some trusts, such as discretionary trusts, can create an exit charge.
- Beneficiaries. Trustees must consider the beneficiaries’ interests and keep proper records of the sale and how the proceeds are held or distributed.
Property held by executors while an estate is administered follows similar principles; see probate and estate guidance from your solicitor.
Partnerships and LLPs
A partnership or limited liability partnership (LLP) that lets property is usually treated as transparent for CGT: each partner or member is taxed on their share of any gain. The partnership or members’ agreement sets out who can authorise a sale and how proceeds are shared, so check it before marketing.
Pensions (SIPPs and SSASs)
Self-invested personal pensions (SIPPs) and small self-administered schemes (SSASs) can hold commercial property, but residential property is treated as “taxable property” and normally triggers heavy tax charges if held by the scheme. A residential buy-to-let portfolio is therefore rarely owned through a pension. If your structure involves a pension scheme, speak to the scheme administrator and a regulated adviser before any sale.
Mortgages and Lender Consent
Company buy-to-let mortgages often include personal guarantees from the directors and change-of-control clauses. Selling the company’s shares can breach those terms unless the lender agrees, so the buyer may need to refinance. Selling the properties instead means redeeming the mortgages from the proceeds, including any early repayment charges. Our guide to selling a mortgaged portfolio covers redemption in more detail.
Before You Sell: a Checklist
- Confirm the legal owner of each property from the title register.
- For a company: articles of association, shareholder agreement, statutory registers, latest accounts, Corporation Tax returns, and any directors’ loan balances.
- For a trust: the trust deed, any deeds of appointment or retirement of trustees, and the trust’s tax records.
- For a partnership or LLP: the partnership or members’ agreement.
- Mortgage offers, personal guarantees and any change-of-control terms.
- ATED returns where any property is worth more than £500,000.
- The usual tenancy and compliance records for every property.
This guide is general information about the position in 2026 to 2027 and is not tax, legal or financial advice. Tax and legal treatment depends on your circumstances. Speak to a qualified accountant or solicitor before acting. Portfolio Sales Consultancy does not give legal advice. 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.
Selling a Company or Trust Portfolio?
Tell us how your portfolio is owned at the first conversation. We will give you our indicative market view and work alongside your accountant and solicitor, who advise on the structure and tax.
Frequently Asked Questions
It depends on the numbers for both sides. Selling the company can save the buyer Stamp Duty Land Tax and avoid a second layer of tax for the owners, but the buyer takes on the company’s history and will want more protection. Selling the properties is simpler for a buyer but leaves the proceeds inside the company. Your accountant should model both before you agree terms.
When shares are sold, the company remains the landlord, so the tenancies do not transfer. If the properties themselves are sold, tenants must be told about their new landlord when the sale completes. Your solicitor will confirm what is required.
A company pays Corporation Tax on its gains, not Capital Gains Tax. For accounting periods from 1 April 2026 the main rate is 25%, with a 19% small profits rate and marginal relief between £50,000 and £250,000 of profit. Taking the money out of the company can create further tax for the shareholders.
Yes, if the trust deed and the law give them the power to sell. Trustees usually act together, and sale proceeds of land must normally be paid to at least two trustees or a trust corporation. Trustees pay Capital Gains Tax at 24% on gains above the trust’s annual exempt amount.
Generally not. The relief is for trading businesses, and a company that lets residential property is normally treated as an investment company. Ask your accountant whether any relief applies in your case.
Residential property held by a SIPP or SSAS is normally treated as taxable property and triggers heavy tax charges, so buy-to-let portfolios are rarely held this way. Pension schemes can hold commercial property. Take regulated advice if a pension scheme is involved.
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