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Entity Setup

Navigating UK Entity Setup: Choosing Structure with the New Capital Gains & Inheritance Tax Rules

With changes to CGT rates, inheritance tax reliefs, and capital gains for small business owners, entity selection requires up-to-date strategy.

By NomadicTax Research Team · 5-8 min read

Key Entity-Relevant Tax Changes You Should Know

Recent UK tax reforms bring significant changes affecting the way entities and estates are structured. Key updates:

  • Capital Gains Tax (CGT) rate increases: From Finance Act 2025, CGT rates for lower-rate taxpayers rose from 10% to 18%, and from 20% to 24% for higher rate taxpayers. These now match the rates charged on residential property. (legislation.gov.uk)
  • Business Asset Disposal Relief (BADR) changes: BADR remains at 10% this tax year, increasing to 14% on 6 April 2025, then rising to 18% from 6 April 2026-27. Entities considering exit planning or restructuring must be aware of this schedule. (gov.uk)
  • Inheritance Tax (IHT) reliefs reformed: Agricultural Property Relief (APR) and Business Property Relief (BPR) rates will continue at 100% for the first £1 million of combined business/agricultural assets above nil-rate bands, but drop to 50% beyond that. Applies from April 2026. (gov.uk)
  • IHT thresholds are being frozen until April 2030, and inherited pension pots will be subject to IHT from April 2027. (gov.uk)
  • Carried interest – from April 2026 all carried interest will be taxed as trading profits under Income Tax (plus Class 4 NICs) with a 72.5% multiplier for qualifying portions. (gov.uk)

Implications for Business Owners and Entrepreneurs

Choosing a company vs partnership vs sole trader now hinges not just on operational and liability considerations, but on how each is taxed under the new CGT / IHT / carried interest rules.

  • Entities planning for exit or sale should weigh the new CGT rates carefully—selling a business once CIR hinges on whether you can use BADR under its old rates. Timing of sale becomes critical.
  • For fund managers or partners earning carried interest: structuring carried interest settlements in tax-efficient ways ahead of April 2026 could save significant tax.
  • Agricultural businesses and farms: larger estates will see reduced relief beyond £1 million—structure holdings to spread value or trust assets if appropriate.

Actionable Steps to Optimise Entity Setup

  1. Plan exits or asset disposals before April 2026, when possible, to take advantage of lower BADR rates.
  2. Use holding companies or trust vehicles with an eye to how new rules treat trusts and distributions—non-residence and qualifying trust status now more important.
  3. Move carried interest calculations earlier where eligible; ensure any carried interest agreements are aligned with qualifying criteria to benefit from multiplier and framework.
  4. Estate planning: review ownership of business and agricultural property assets so that most value falls within first £1 million for full relief. Where asset value is above that, consider restructuring or gifting to spread value prior to revaluation.
  5. Keep on top of IHT thresholds and nil-rate bands; with freezing until 2030, inflation may push many estates into chargeable territory without actions.

Example Scenario

  • Scenario A: Jane owns a farm worth £1.5 million combined with other business assets. Under new IHT relief reform from April 2026, only first £1 million gets 100% relief; remaining £500,000 gets reduced relief (50%). Structuring ownership or transferring £500K to family or trusts before relief reduces could preserve benefit.
  • Scenario B: A startup founder selling shares in business in 2025 vs 2027. If sale occurs before April 2026, founder may use BADR at lower rates; if after, BADR has risen. Timing of transaction and capital gains liabilities will differ materially.

Takeaways

Entity setup decisions must now integrate:

  • Timing of disposals and transfers (CGT & BADR)
  • Asset valuation and structuring (for IHT reliefs)
  • Carried interest contract terms and eligibility ahead of reforms
  • Trust-based planning under the new domicile/residence regime

By staying ahead of these changes, entrepreneurs, farmers, and estate-holders can preserve tax efficiency, avoid surprises, and ensure that entity or asset disposals, succession plans, and exits are aligned with new UK tax rules.

Sources

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