INCORPORATION RELIEF: WHAT THE 2025 BUDGET’S NEW CLAIM PROCESS MEANS

Introduction



One of the less flashy but practically important changes in the 2025 Budget affects Incorporation Relief...

As you may (or may not) know, this is the relief that lets business owners transfer their unincorporated business to a company in exchange for shares without triggering an immediate CGT (Capital Gains Tax) charge. Historically, so long as the statutory conditions were met, this relief applied automatically. That changes from 6 April 2026. Under new rules, taxpayers will need to actively claim Incorporation Relief, rather than rely on it being automatic.

For business owners, advisers and agents, that means extra care: missing the claim may result in an unexpected CGT charge even where you satisfy all other conditions. Secondly, in the absence of a clearance facility, HMRC might reject the claim some time ‘after the event’ which could also cause significant problems.

What’s changing - the new claim requirement

Under current UK law (s162 of the Taxation of Chargeable Gains Act 1992), when a sole trader or partnership transfers their business and its assets (except cash) to a company in exchange for shares, any capital gain arising on the disposed assets is deferred. In practice the rollover happens automatically if the conditions are satisfied.

From 6 April 2026, for transfers made on or after that date:

• Incorporation Relief will no longer apply automatically. 
• The transferor (individual, partnership, or trustee) must make a formal claim for Incorporation Relief via their Self-Assessment tax return for the year in which the transfer occurs. 
• As part of the claim, additional information will be required: a description of the transaction, the tax computations, and details of the business being transferred. 
• If no claim is made, the transfer may be treated as a disposal at market value, triggering an immediate CGT liability. 

The policy objective, according to the relevant government note, is to improve HMRC’s data on such business transfers and to target compliance resources more effectively. 

Who is likely to be affected?

The change is potentially relevant to all individuals or partnerships who plan to incorporate their business on or after 6 April 2026. That includes:

• Sole traders and partnerships in any business sector transferring all (or substantially all) of the business as a going concern to a company in return for shares.
• Landlords who wish to incorporate a personally held property business (though property-only businesses must ensure they meet the “going concern” and asset composition requirements to qualify).
• Trustees or persons acting in a fiduciary capacity who transfer a business or trading activities into a company.
• Advisers and agents who assist clients with incorporation, share-for-business swaps or reorganisations.

For all of these, the change adds a new administrative step and under which a failure to claim may lead to immediate CGT, even in purely bona fide reorganisations. In the tax and property-advice press, the change has already been described as a “major CGT bombshell”, particularly for landlords considering incorporation of residential property businesses. Overall, while the relief remains available, the shift from automatic deferral to claimed election introduces new compliance and risk-management considerations for business transfers.

Practical Planning - What You Should Do

Given the change, there are a few sensible steps for anyone considering incorporation of a business after 6 April 2026:

• Plan ahead: treat incorporation not as a benign administrative step, but as a significant CGT event which will only be neutral if a valid claim is filed.
• Ensure documentation is complete: gather and preserve all relevant information about the business being transferred, assets (and excluded assets like cash), valuation, and structure since you’ll need to describe the transaction in the Self-Assessment claim.
• Involve your tax adviser early: especially if the business has complex ownership, partners, or mixed asset classes (e.g. trading plus investment or property), to ensure the conditions for relief are met and claim properly made.
• For landlords thinking of incorporation: check carefully whether a “property-only” business qualifies as a ‘business’ for the purposes of incorporation relief. Indeed, some commentators suggest that additional scrutiny or conditions may apply in property-heavy transfers. 
• Don’t rely on “automatic rollover” anymore: one needs to make the claim, even if you are confident the conditions are met. Failing to do so may give rise to a CGT charge unexpectedly.

Conclusion

The 2025 Budget’s change to Incorporation Relief, shifting it from an automatic rollover to a claim-based election, may seem arcane. 

But for anyone transferring a personal business into a company from 6 April 2026 onwards, it represents a fundamental procedural and compliance shift. For those used to relying on rollover as a tax-neutral step when incorporating, the change introduces a new point of fragility: miss the claim, and you may face a sizable CGT charge. If you (or your clients) are considering incorporation in the 2026–27 tax year or beyond, now is the time to review the mechanics, gather documentation, and ensure claims are correctly made.

As always, if you’d like to talk through a potential incorporation, or need help preparing for the new process, get in touch via our contact page at Mosaic Chambers.