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0% tax when selling your UK business

By Barry Davys
This article is published on: 20th July 2023

How you structure the sale of a business is always important. And never more so when you make an opportunity to move to Spain and then sell your business. Spain has a scheme to attract foreign workers, professionals and entrepreneurs with tax incentives.

This scheme can lead to 0% tax on the sale.
So unsurprisingly, moving to Spain is becoming an increasingly popular option.

Before inviting you to discuss the scheme, it is important to show how I help business people in this situation with their wealth planning. In addition to the 0% tax scheme there is greater depth to the planning. Will you live happily ever after? Well let’s see.

Selling a business is often a life changer. You have more time. You are not with the same people that you have been with for, in some cases, years. You suddenly have a large bank balance. And you spend time wondering what comes next in life?

I cannot help with the “what comes next?” question but I do help people get their affairs in good order so they can move forward.

My experience of working with people who have sold a business gives me insight into what things are important financially after a sale. Having sold a business myself I also have an understanding of the feelings that appear after the sale about the new found wealth.

The bank balance

The warm feeling that comes with looking at a new, very much bigger than normal, bank balance is great. It is a sense of achievement and reward for all the work you put into building your business and sacrifices you made along the way.
This feeling makes us focus on the figure on the bank statement. However, if we have sold at 55, with average life expectancy, we could live for another 30 years; longer if you are a woman. Life expectancy, as a result of medical advances, means we might well live even longer.

The secret to dealing with this bank balance focus is to check your answers to these questions:

  1. Have I just lost my salary?
  2. Have I just lost my dividends?
  3. Do I want to work anymore?
  4. How much do I need to live on if I don’t work?
  5. Will I run out of money?

These questions help us take the focus away from the big, juicy bank balance to the reality of providing an income for the next 30 years.

Question five may seem a strange question having just received a payment for the sale. It is actually an important one. The large bank balance typically tends to lead to big purchases; a car for husband and wife, a new house, helping or buying a house for children, a boat, gifts to other members of the family etc.

the richer you get

All these purchases and gifts have one thing in common. Not one of them produces an income!

Another common action is to invest in another business. I have seen time and time again, and I have been guilty of this myself, of investing in a company in a completely different sector, or perhaps B2C when your business was B2B. It can be a very expensive mistake to think “I know about business/marketing/retailing/manufacturing” etc and then investing in a different type of business.

What made our business successful was our ingrained experience of our sector and market, our knowledge of our suppliers and competitors and our customer needs. Moving to a different type of business for investment can render all that experience irrelevant. The assessment of the investment opportunity can be skewed by thinking we can rely on our experience.

So what should we do?

Post sale action

Secure your income first and then buy the toys, make further investments and make the gifts. But how do you do that when the future is unknown? By using some of the very best cash flow modelling software it is possible to show you. With inputs that are specific to you. With real data on portfolio performance including what happened during the financial crisis and the pandemic. Graphical output shows in real terms how to generate your income and what you could spend on other things.

For more information on how the modelling can work for you, book a call, in confidence, with the author Barry Davys, The Spectrum IFA Group, at a time that is convenient for you on his online system.

The earn out

I often hear people who are selling say “and I am due a further sum of X in Y years”. It is considered as the ‘cherry on the top’ part of the deal even when it is contingent on hitting a future target. We can’t help but include it in our “How much am I worth?” calculations in our head, even though it is contingent on a target that we have no control over (loss of control is a function of selling the business).

The modelling helps with this issue too. A model with zero return from an earn out period in a contract allows you to plan with the resources you have available now. A second model is provided showing receipt of the further payment when it becomes clear the payment will be made. This second model can account for any and all of the following:

  • Earn out period
  • Retained shareholdings
  • Loan notes
  • Tax rebates

Your pension

As we have been building the business we may have thought of pension contributions as a way of managing corporation tax, personal income tax or both. The pension pot itself is generally viewed as ensuring you have a comfortable retirement.

Now you have (or will have) a larger amount of wealth outside your pension it can be very beneficial to use this non pension wealth to provide your income in retirement. Firstly, it is possible in Spain to provide you with an income with a lower tax rate than applies to a pension. This gives you income that lasts longer into your retirement, allows you to have a better standard of living, or both!

Your pension pot then becomes one of the most effective IHT planning tools at your disposal and it is already under your control.

Inheritance tax in Spain

Inheritance tax in Spain is less about where you are living and more about your connection to the UK and also where your children live. Connection to the UK because even if we leave the UK a long time before death, we are generally considered to be “Domiciled” in the UK. Domiciled has a specific definition in the UK allowing HMRC to claim inheritance tax from an estate no matter where you die

Where you children live is important because they are the taxable entity, not your estate, for inheritance tax in Spain.

The importance of inheritance tax planning increases significantly after the sale of a business. It may be that you have previously qualified for family business exemptions on inheritance tax in both Spain and the UK. This was granted based on your shareholding in the company. Now the business has been sold, the exemption disappears.

Relatively simple planning can give outstanding results in reducing the amount of inheritance tax due in Spain.

keep it simple

Don’t forget the basics

Our feeling of abundance pushes the basics from our mind. However, there are a few basics that we should attend to post sale and which we will then not have to worry about again. This attention often means tax savings and reduction in expenditure.

Life Assurance

Have you had life assurance provided by your business? Has that now disappeared? Do you still need life assurance if you now have a large capital sum? Do you have life cover taken out in your personal name?

When advising people on the post sale process these are the sorts of questions we address. In one recent post sale example my advice saved a husband and wife £400,000 EACH in potential inheritance tax.

Private medical insurance and income protection insurance

Were either of these insurances paid for by your company? Do you need to replace or update an existing policy and especially so when you move to Spain?

Income protection insurance will pay you an income if you cannot work. However, with the loss of earnings as a result of the sale these types of policies become void. The good news is that by addressing the income issue first in your planning, you are already meeting the need for income. The policy is no longer needed and so there is a cost saving from not having to pay the insurance company a premium.

Where next?

It is especially important that planning post a sale is broad enough to look at your overall situation and not be focussed just on the 0% tax or how to invest the sale proceeds. People have also found that continuing advice brings better outcomes for the family and ongoing piece of mind.

Of course, the 0% tax is very important and so I discuss this as part of the planning of the sale of your UK business in detail. To arrange a meeting or call please use this link to choose a time that is convenient for you to find out more about the 0% tax scheme and wealth management for you and your family.

However, perhaps you’re not interested in a holistic financial approach. If you believe investing is just about picking the right stocks or funds and have no interest in considering your complete financial picture – including tax strategies, estate planning, retirement goals, and risk management – I must admit, my comprehensive approach won’t be your cup of tea.”

Barry Davys MBA Dip PFS
Partner, Spectrum IFA Group

If you are thinking of selling your business or you have done so and wish to discuss your situation please click on my calendar to arrange a call.

Article by Barry Davys

If you would like to have an initial meeting and you live in Barcelona or the Costa Brava it can be either a complimentary face to face Zoom call or an in person meeting. To book a Zoom call please choose a time which is convenient for you here. If you prefer a time to visit Barry in his office in central Barcelona contact Barry on or whatsapp +34 645 257 525.

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