Key facts
- BADR charges CGT at 10% instead of the normal 18% or 24% rates.
- There is a £1 million lifetime limit on gains qualifying for the relief (reduced from £10m in March 2020).
- You must have owned the business or shares for at least 2 years before disposal.
- For shares, you need at least a 5% shareholding and voting rights in a trading company.
- The relief was renamed from Entrepreneurs’ Relief in Finance Act 2020.
What Is Business Asset Disposal Relief?
Business Asset Disposal Relief (BADR) reduces the rate of Capital Gains Tax to 10% on qualifying gains from the disposal of business assets, up to a lifetime limit of £1 million.[1]
The relief was originally introduced as Entrepreneurs’ Relief in 2008 and renamed by Finance Act 2020. The lifetime limit was reduced from £10 million to £1 million for disposals on or after 11 March 2020.
Without BADR, gains would be taxed at either 18% (basic-rate taxpayers) or 24% (higher and additional-rate taxpayers) for the 2025/26 tax year. BADR therefore saves between 8% and 14% on qualifying gains.
Qualifying Conditions
The conditions depend on whether you are disposing of a whole or part of a business, shares in a company, or individual business assets:[2]
Disposal of a Business (Sole Trader or Partnership)
- You must be disposing of the whole or part of a business (not individual assets while continuing to trade)
- The business must be a genuine trade — not an investment activity
- You must have owned the business for at least 2 years before the date of disposal
Disposal of Shares
- The company must be a trading company (or the holding company of a trading group)
- You must hold at least 5% of the ordinary share capital
- You must hold at least 5% of the voting rights
- You must be entitled to at least 5% of distributable profits and 5% of net assets on a winding-up (or 5% of sale proceeds)
- You must be an officer or employee of the company (or a company in the same group)
- All conditions must be met for at least 2 years before the disposal
Disposal of Assets After Business Ceases
- The asset must have been used in the business when it ceased
- The business must have been owned for at least 2 years before cessation
- The disposal must take place within 3 years of the business ceasing
The £1 Million Lifetime Limit
BADR applies to qualifying gains up to a cumulative lifetime limit of £1 million.[1] This means:
- The maximum tax saving is £140,000 (14% × £1m) for a higher-rate taxpayer
- Gains are tracked cumulatively — if you claimed £400,000 of relief on a previous disposal, you have £600,000 remaining
- Once the limit is exhausted, any further gains are taxed at normal CGT rates
History of the lifetime limit: When Entrepreneurs’ Relief was introduced in 2008, the limit was £1 million. It was increased to £2m, then £5m, then £10m by 2011. It was reduced back to £1 million from 11 March 2020.
How the Relief Works in Practice
BADR qualifying gains are taxed at 10% and use up part of your basic-rate band first. Here is an example:
| Component | Amount |
|---|---|
| Gain on disposal of shares | £500,000 |
| Less: Annual Exempt Amount (2025/26) | (£3,000) |
| Taxable gain | £497,000 |
| CGT at 10% (BADR rate) | £49,700 |
| CGT without BADR (24% higher rate) | £119,280 |
| Tax saving from BADR | £69,580 |
What Counts as a “Trading Company”?
A company must exist wholly or mainly for the purposes of carrying on a trade to qualify. HMRC uses an 80/20 rule — broadly, non-trading activities (such as investment income or property letting) should not represent more than 20% of the company’s overall activities.[2]
Factors HMRC considers include:
- The proportion of turnover from trading vs non-trading sources
- The proportion of assets used for trading purposes
- The proportion of time and resources spent on trading
- The proportion of profit arising from trading
Tip: If your company holds significant investments, surplus cash, or rental property, take advice before disposal. Excess non-trading activities can disqualify the entire claim — not just the non-trading portion.
Associated Disposals
An “associated disposal” is where you dispose of an asset that you personally own but that has been used by your partnership or company. For example, if you own a property personally and let it to your trading company, disposing of that property at the same time as your shares may qualify for BADR.[4]
Conditions for an associated disposal:
- Made as part of your withdrawal from the business
- The asset was used in the business for at least 2 years
- You dispose of at least 5% of your interest in the business at the same time
- Any rent paid must have been less than a full market rent (otherwise the gain is restricted)
How to Claim BADR
You claim BADR on your Self Assessment tax return (form SA108, capital gains pages), or by writing to HMRC if you are not within Self Assessment.[1]
The claim deadline is the first anniversary of 31 January following the tax year in which the disposal was made. For a disposal in the 2025/26 tax year, this means by 31 January 2028.
If you need to report and pay CGT on a UK property disposal within 60 days, you can include a provisional BADR claim in your 60-day return, then confirm it on your Self Assessment return.
Common Pitfalls
- Dipping below 5%: If share dilution (e.g. from new investment rounds) takes you below 5%, you lose eligibility. Consider “forestalling” elections to crystallise a gain at the point you dip below 5%.
- 2-year clock resets: If you acquire additional shares, the 2-year qualifying period for those shares starts from the date of acquisition.
- Non-trading activities: Surplus cash, investment properties, or dormant subsidiaries can taint a company’s trading status.
- Not an officer or employee: A shareholder who is neither a director nor an employee does not qualify, even with a 5%+ holding.
Frequently Asked Questions
What is the difference between BADR and Entrepreneurs’ Relief?
They are the same relief. Entrepreneurs’ Relief was renamed to Business Asset Disposal Relief (BADR) by Finance Act 2020. The qualifying conditions and tax rate remain identical.
Can I claim BADR more than once?
Yes. You can make multiple claims throughout your lifetime, but qualifying gains are cumulative. Once your total qualifying gains reach £1 million, no further relief is available.
Does BADR apply to rental property?
No. Rental property is an investment activity, not a trade. BADR only applies to assets used in a genuine trading business. However, furnished holiday lettings that qualify as a trade may be eligible.
What happens if I only own 4% of the shares?
You would not qualify for BADR on a share disposal. You must hold at least 5% of the ordinary share capital and 5% of the voting rights. However, you may qualify for Investors’ Relief if other conditions are met.
Do I need to claim BADR, or is it automatic?
You must actively claim the relief — it is not applied automatically. The claim must be made on or before the first anniversary of 31 January following the tax year of disposal (e.g. by 31 January 2028 for a disposal in 2025/26).
Further Reading
- Investors’ Relief — the alternative 10% relief for qualifying shares in unlisted companies
- Selling a Sole Trader Business — how BADR works in practice for unincorporated businesses
- BADR for Partners — how the relief works for partnership disposals
- CGT Rates (2025/26) — current Capital Gains Tax rate tables
- How to Calculate a Capital Gain — the basic CGT computation steps
Looking for simple tax software?
#GoFile is HMRC-recognised and trusted by 50,000+ UK businesses. Set up in minutes, file with confidence.
Get Started For FreeNo credit card required · Cancel anytime
Sources
- Business Asset Disposal Relief — GOV.UK
- Capital Gains Manual: BADR — HMRC
- Sell or close your business: claim relief — GOV.UK
- HS275 Business Asset Disposal Relief — HMRC