Hello. I'm not sure I'm reading the ER guidance correctly. It looks to me as if to claim ER on disposal of business assets held by a partnership, the business must have ceased, whereas you can claim ER on disposal of shares in a personal company whether or not the business has ceased. Is that right?
Hence if a LLP with two partners was hoping to grow then sell their business, and hoped to claim ER on the gain, they'll have to switch to a limited company structure, and do so ASAP before the hoped-for gains have accrued?
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What is the problem
Business ceases: ER both ways.
Business continues but individual leaves the business: ER both ways.
Business continues but business asset leaves the business or individual: no ER either way.
HMRC's guidance is wrong
If, for example, an LLP owns two freehold shops both with identical trade the you can sell one shop and the trade in that shop and get ER in full even though there is a continuation of the other shop.
HMRC says you can't do that - but they have lost more than once at tribunal on the point.
But it is true that unless the sale of assets is also alongside the sale of a part of the business there is no ER for members of an LLP.