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A business can be sold either by selling the shares in the company that runs it (a share sale) or by that company setting the trade and assets directly (an asset sale). See the Comparison of share sale and trade and asset sale for an overview of the main tax differences in these two sale structures.

When a company is disposed of by way of a sale of its shares, its ‘history’ including its tax history is transferred along with the shares. The due diligence process aims to identify any contingent or hidden tax, commercial or financial liabilities which may potentially fall on the purchaser in the future. In addition to general tax risks, many companies deferred tax bills due to coronavirus (COVID-19), sometimes under bespoke arrangements. If that is the case, careful due diligence will need to be undertaken in order to determine exactly what has been deferred, when it is due and how the cost will be funded. If the tax due diligence uncovers material potential tax risks or liabilities, this may lead to: