The ultimate aim of every serious business person is to build a company that has value, so that it can be sold or transferred, allowing the entrepreneur to exit gracefully and profitably.

A crucial and often tricky part of the valuation process comes in when calculating the value of business goodwill. The valuation of business goodwill for tax purposes is very subjective and is often a contentious area. HMRC have recently updated their guidance in their Shares and Assets Valuation Manual. The guidance makes a distinction between goodwill for Capital Gains purposes and goodwill within the corporate intangibles regime where accountancy principles apply. The accounting rules define goodwill as the difference between the overall worth of a business when it changes hands and the value of its identifiable (including intangible) assets.

The HMRC guidance goes on to state that the goodwill of a business is the “attractive force” which brings in customers, it is the thing that distinguishes an old established business from a new entity. In a business reliant on the skill, personality and other personal attributes of the proprietor, it is likely that the goodwill will be personal to the proprietor.

The guidance also sets out the information required by HMRC Shares and Assets Valuation when asked to agree on a goodwill valuation with the taxpayer.

Note that the disposal of goodwill and customer-related assets by individuals no longer qualifies for CGT Business Asset Disposal relief (previously entrepreneurs’ relief) but the disposal would be subject to CGT at normal rates. Corporate intangibles relief for the acquisition of goodwill was abolished for acquisitions from 7 July 2017, although a restricted form of relief was introduced in the Finance Act of 2019.

We can assist you in valuing the goodwill of your business and calculating the value of your business in general whether for tax purposes or when you are considering a sale.

Working on an exit strategy

Need help valuing or selling your business?

Recently, we have been helping a number of our entrepreneur clients develop exit strategies.

There are various factors to take into account. Just to name a few:

• When do you want to retire?

• Can the business be sold to your employees?

• Is a trade sale more likely?

• Are there children involved?

• How much is the business worth?

• What needs to be done to enhance the value of the business?

• How long will it take?

• Do you want/need to stay on after the sale or transfer?

• What are the tax consequences?

We have a tried and tested methodology to help you prepare your business for sale, find potential buyers and help you negotiate to get the maximum price.

If you would like to discuss your personal exit plans or if you need advice about setting up and employee share scheme, then would be happy to do so with you — we’re just a phone call away.