Selling a Property as a Company (Not an Individual)

Most residential property sales in England and Wales involve individual sellers. However, a significant number of properties are held by limited companies — whether as buy-to-let investments, development stock, or assets within a special purpose vehicle (SPV). According to Companies House data, the number of property-holding companies in the UK has risen substantially over the past decade, in part because changes to mortgage interest tax relief in 2017 made corporate ownership more attractive for landlords.

If you are a director selling a property owned by your company, the process is recognisably similar to a personal sale, but there are important differences in taxation, documentation, legal authority, and compliance. Getting these wrong can delay the transaction, create unexpected tax liabilities, or even prevent the sale from completing. This guide covers everything you need to know.

How taxation differs: corporation tax vs Capital Gains Tax

The most significant difference between selling a property as a company and selling as an individual is how the profit is taxed. Individuals pay Capital Gains Tax (CGT) on property gains at 18% (basic rate) or 24% (higher rate) after deducting their annual exempt amount. Companies do not pay CGT at all. Instead, the gain on a property sale is added to the company's total taxable profits and subject to corporation tax.

As of April 2024, corporation tax rates are:

The gain is calculated by deducting the original purchase price plus allowable costs (stamp duty on acquisition, legal fees, improvement costs) from the net sale proceeds. Unlike individuals, companies cannot claim the annual CGT exempt amount, and there is no equivalent of Private Residence Relief or lettings relief for corporate owners. However, companies can deduct a broader range of costs as allowable expenditure, including professional fees and, in some cases, interest costs capitalised under proper accounting treatment.

The corporation tax on the gain is payable nine months and one day after the end of the company's accounting period in which the sale completed. This is in contrast to CGT for individuals, which must be reported and paid within 60 days of completion for UK residential property sales.

ATED: Annual Tax on Enveloped Dwellings

Companies that hold UK residential property valued above £500,000 are potentially liable for the Annual Tax on Enveloped Dwellings (ATED). This is an annual charge introduced in 2013 to discourage the use of corporate “envelopes” to hold high-value residential property and avoid stamp duty on future sales.

ATED charges for the 2025–26 chargeable period are:

Several reliefs can reduce or eliminate the ATED charge. The most commonly claimed are the property rental business relief (for properties let commercially to third parties), the property developers relief (for properties held as trading stock for resale), and the property traders relief. Even where a relief applies, the company must still submit an ATED return to HMRC. If your company has been liable for ATED during ownership, ensure all returns have been filed and any charges paid before you sell — outstanding ATED liabilities can complicate the transaction.

Selling shares vs selling the property asset

When a property is held in a special purpose vehicle (SPV) — a company set up specifically to hold that asset — the seller has two options:

• Asset sale. The company sells the property directly to the buyer, just as an individual would. The buyer pays SDLT on the purchase price. The company pays corporation tax on the gain and may then distribute the remaining proceeds to shareholders.
• Share sale. Instead of selling the property, the shareholders sell their shares in the SPV to the buyer. The buyer acquires the company and, with it, the property. The buyer pays stamp duty on the share purchase at 0.5%, rather than SDLT on the property value — which can represent a substantial saving on higher-value properties. The selling shareholders may be eligible for Business Asset Disposal Relief (formerly Entrepreneurs' Relief), reducing their CGT rate to 10% on the first £1 million of qualifying gains.

Share sales are more common for commercial properties and higher-value residential holdings. However, they carry risks for the buyer: by acquiring the company, the buyer inherits all of its liabilities, including any unpaid taxes, outstanding ATED charges, or undisclosed debts. For this reason, buyers in share sales conduct extensive due diligence, and the transaction documentation is typically more involved than a straightforward property transfer. The share purchase agreement will usually contain detailed warranties and indemnities from the seller.

Board resolution and director authority

A company cannot sell a property without proper internal authorisation. Before the sale can proceed, the company's directors must pass a board resolution approving the transaction. This resolution is a formal record that the sale has been considered and authorised in accordance with the company's articles of association.

The board resolution should cover:

• The full address and title number of the property being sold
• The agreed sale price and any material terms
• Confirmation that the directors have considered their duties under the Companies Act 2006 (including the duty to promote the success of the company)
• Which director or directors are authorised to sign the transfer deed (TR1), the contract, and any ancillary documents on behalf of the company
• Authority for the company seal to be affixed, if the articles require it (though many modern companies have dispensed with a seal)

The buyer's solicitor will ask for a certified copy of this resolution as part of the pre-exchange due diligence. If the company has only one director who is also the sole shareholder, a resolution is still required, but it may be a written resolution rather than a formal board meeting. Your solicitor can prepare a template resolution for you.

Director duties when selling company property

Directors of a company selling a property must be mindful of their statutory duties under the Companies Act 2006, particularly:

• Section 172 — Duty to promote the success of the company. The sale must be in the best interests of the company and its shareholders (or creditors, if the company is insolvent or near-insolvent). Selling a property at a significant undervalue without proper justification could expose directors to personal liability.
• Section 175 — Duty to avoid conflicts of interest. If a director is buying the property from the company, or if the sale involves a connected party, the conflict must be disclosed and managed in accordance with the articles. In many cases, shareholder approval will be required.
• Section 177 — Duty to declare interests. Any personal interest a director has in the transaction must be declared at a board meeting before the sale is approved.

For single-director, single-shareholder companies (which are common for buy-to-let SPVs), these duties still apply in principle, but the practical risk is lower because the director and the beneficiary of the company are the same person. Nevertheless, proper records should be kept.

Conveyancing differences for company sellers

The conveyancing process for a company-owned property follows the same broad structure as a personal sale, but there are several differences that affect both the documentation and the timeline. For context on the standard process, see our guides on conveyancing costs and how long conveyancing takes.

Additional documents required

Beyond the standard documents needed to sell a property, a company seller must provide:

• Certificate of incorporation — a certified copy confirming the company's registered number, date of incorporation, and registered name.
• Board resolution — as described above, authorising the sale and specifying who can sign on the company's behalf.
• Company search results — the buyer's solicitor will conduct a company search at Companies House to verify the company is active, check for any outstanding charges, confirm the directors and persons with significant control, and review the filing history.
• Evidence of authority — if the person signing the transfer deed is not a director listed at Companies House, a power of attorney or equivalent authority document will be required.

The transfer deed

When a company sells a property, the transfer deed (TR1) is executed differently from a personal sale. A company can execute a deed by having it signed by two authorised signatories (typically two directors, or one director and the company secretary), or by a single director in the presence of a witness, or by affixing the company seal. The method used must comply with the company's articles of association and section 44 of the Companies Act 2006.

Land Registry restrictions

Company-owned properties sometimes have restrictions noted on the title register at HM Land Registry. A common example is a restriction requiring that a certificate be lodged confirming the transaction was authorised under the company's constitution. Your solicitor will check the official copies of the title register at the outset and ensure any such restrictions are complied with before completion. If a charge is registered against the property (for example, a mortgage in favour of the company's lender), the charge must be discharged on or before completion using a Form DS1 or electronic discharge.

Anti-money laundering checks

AML checks on a company seller are more thorough than for an individual. Both the seller's solicitor and the buyer's solicitor must identify and verify:

• The company itself, using Companies House records
• All persons with significant control (PSCs) — those who own more than 25% of the shares or exercise significant control over the company
• Each director who is authorised to act on behalf of the company in the transaction

PSCs must provide standard personal identification (passport or driving licence, and proof of address). If the company is part of a corporate chain, the checks extend up the chain to the ultimate beneficial owner. This process can add one to two weeks to the conveyancing timeline, particularly if beneficial owners are based overseas.

Companies House filings and company closure

Selling a property does not trigger a specific Companies House filing in itself. However, the sale has implications for the company's ongoing obligations and potential closure:

• Confirmation statement. The company must continue to file its annual confirmation statement (form CS01) at Companies House as long as it remains on the register, regardless of whether it still holds any assets.
• Corporation tax return. The gain on the property sale must be included in the company's corporation tax return (CT600) for the relevant accounting period.
• Voluntary strike-off. If the property was the company's only asset and you want to close the company, you can apply for voluntary strike-off using form DS01, provided the company has not traded or changed its name in the last three months, has no outstanding liabilities, and is not subject to any insolvency proceedings. Any remaining assets (up to £25,000) can be distributed to shareholders as capital under the ESC C16 procedure; above that threshold, a formal liquidation is usually more tax-efficient.
• Members' voluntary liquidation (MVL). For companies with more than £25,000 to distribute, an MVL allows remaining assets to be distributed to shareholders as capital rather than income. This means shareholders can claim Business Asset Disposal Relief (10% CGT) on the distribution, rather than paying income tax at dividend rates. An MVL requires a licensed insolvency practitioner and typically costs £1,500 to £5,000 plus VAT.

SDLT implications for the buyer

While SDLT is the buyer's responsibility, understanding how it works when a company is involved can help you anticipate any issues that might affect the sale:

• If the buyer is an individual purchasing from a company, they pay standard SDLT rates (or higher rates if the property is an additional dwelling). The fact that the seller is a company makes no difference to the buyer's SDLT position.
• If the buyer is a company purchasing a residential property for more than £500,000, the 15% ATED-related SDLT rate applies unless a relief is available (such as the property rental business relief). This higher rate can significantly reduce the pool of corporate buyers for higher-value properties.
• In a share sale, no SDLT is payable because the property itself is not being transferred — the buyer acquires the company that holds it. Instead, stamp duty at 0.5% is payable on the share purchase price.

What if the company has been struck off or dissolved?

If a company that owns property has been struck off the Companies House register (whether voluntarily or compulsorily), the property vests in the Crown as bona vacantia (ownerless property), managed by the Crown's nominee — usually the Government Legal Department or the Duchy of Cornwall or Lancaster, depending on the location.

To sell the property, you must first restore the company to the register. There are two routes:

• Administrative restoration (section 1024, Companies Act 2006) — available if the company was struck off within the last six years and meets certain conditions. This is the simpler and cheaper option, typically costing a few hundred pounds plus the Companies House fee of £100.
• Court restoration (section 1029, Companies Act 2006) — available at any time, with no six-year limit. Court restoration is more expensive (expect £2,000 to £5,000 in legal costs plus the court fee) and takes longer, but it is the only option if administrative restoration is not available.

Once restored, the company is treated as though it was never struck off, and the property revests in the company. The sale can then proceed normally. If you are aware that the company may be at risk of strike-off (for example, because confirmation statements have not been filed), address this well before you attempt to sell.

Practical tips for a smooth company property sale

1. Check the company's status at Companies House early. Confirm the company is active, all filings are up to date, and the registered details (directors, PSCs, registered office) are correct. Inaccuracies will be flagged during the buyer's due diligence.
2. Pass the board resolution before you accept an offer. Having the resolution ready eliminates a common delay in the early stages of conveyancing.
3. Settle any outstanding ATED liabilities. If the property is within the ATED regime, make sure all returns have been filed and any charges paid. Outstanding ATED can complicate or delay the sale.
4. Prepare identification documents for all PSCs. The enhanced AML checks will require passport or driving licence copies and proof of address for every person with significant control. Gathering these in advance saves time.
5. Instruct a solicitor experienced in corporate conveyancing. Not all residential conveyancers handle company sales regularly. A solicitor who understands board resolutions, company searches, and corporate execution of deeds will manage the process more efficiently.
6. Decide early whether to sell the asset or the shares. If a share sale is being considered, both parties need specialist tax and legal advice from the outset, as the transaction structure is fundamentally different.
7. Plan for the proceeds. Consider in advance how the sale proceeds will be used — whether retained in the company for reinvestment, distributed to shareholders, or used to wind up the company. Each option has different tax consequences, and your accountant should be involved early.

Sources

• HM Revenue & Customs — Corporation Tax rates and allowances (gov.uk)
• HM Revenue & Customs — Annual Tax on Enveloped Dwellings (ATED) guidance (gov.uk)
• HM Revenue & Customs — Stamp Duty Land Tax guidance (gov.uk)
• Companies House — Guidance on company restoration, filing requirements, and strike-off (gov.uk)
• HM Land Registry — Practice guides on restrictions and execution of deeds by companies (gov.uk)
• Companies Act 2006 — sections 44, 170–177, 1024, 1029 (legislation.gov.uk)
• Law Society Conveyancing Protocol, 5th edition — lawsociety.org.uk
• The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 — legislation.gov.uk

Frequently asked questions