Jurisdiction(s):
United Kingdom

Key definition

Shares definition

What does Shares mean? In company law practice, a share is a unit of a member’s interest in a company, carrying the rights and obligations attached to its class (for example, voting, dividends and return of capital on a winding up). The Companies Act 2006 simply states that a share is a share in a company’s share capital; the Irish Companies Act 2014 adopts a broadly equivalent approach. Usage and effect are consistent across England & Wales, Scotland, Northern Ireland and Ireland. A company’s share capital comprises the number of shares it allots and issues to investors on or after incorporation. Those...

UK corporate tax considerations for pre-sale group reorganisations: asset/share transfers, losses, degrouping, stamp taxes and VAT

Published by a LexisNexis Tax expert

Practice notes

Before disposing of a business or trade

When planning a disposal, a corporate seller must choose the most suitable deal structure. Commercial drivers should lead, yet securing a tax-efficient outcome will inevitably be a key concern.

The initial choice is whether to transfer:

the business and its underlying assets (a business sale), or
the Shares in a Subsidiary that holds the business and assets (a share sale)

Broadly, sellers tend to prefer a share sale: it offers a straightforward exit and, where the Substantial shareholdings exemption (SSE) applies, any gain is exempt from tax. An asset deal is more likely to crystallise tax charges and leaves any pre-completion tax liabilities with the seller.

This Practice Note does not address individual sellers or business asset disposal relief (BADR). For more on BADR, see Practice Note: CGT—business asset disposal relief (formerly entrepreneurs' relief)...

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Robbie Watson

Birketts LLP

Robbie Watson is a Senior Associate in Birketts LLP Corporate Tax Team. Robbie is both a Solicitor and an Associate of Tax Technicians. Robbie trained at Addleshaw Goddard before pursuing a career at LexisNexis, working in the tax team. Robbie returned to private practice in 2021 and advises on all aspects of Corporate Tax but has a particular strength in M&A transactions and employment taxation. Robbie regularly acts for clients ranging from entrepreneurs and investors to multinationals, financial institutions, and corporates across all of Birkett’s sectors. Robbie studied Law at King’s College London where he was also a choral scholar and continues his passion for music to this day as a lay clerk. ...

Web page updated on 22/05/2026

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