My wife owns a third of the shares in a public limited company. She was a director also, but resigned to pursue other interests two years ago. The other directors are now asking her to sell her shares. How do you go about getting the true value of what these shares are worth? Does she have to sell individually to them or the company? Also, what tax would she have to pay if she did sell the shares?
Arthur Weller replies:
To qualify for capital gains tax (CGT) entrepreneurs' relief the individual must be an officer or employee of the company for the 12 months before the disposal (www.gov.uk/hmrc-internal-manuals/capital-gainsmanual/cg64110), which does not seem to be the case here. Investors' relief only applies to shares in an unlisted company, and only to shares acquired after 17 March 2016. If she sells her shares to her fellow shareholders, it will be a straight CGT matter, taxable at 10/20%. If she sells her shares to the company, unless the sale falls within certain special rules, the profit will be taxable on her in the same way as a dividend. The special rules include: (a) the shares have been owned for five years; (b) the individual is UK resident; and (c) they dispose of their entire shareholding, or it is 'substantially reduced'. There are companies that specialise in share valuations. Alternatively, if she negotiates with her fellow shareholders, and they 'strike a fair bargain at arms-length', then this will be the value she needs to work with, subject to any conditions in the company Articles.