Why this matters.
Selling a controlling interest in a trading company to an Employee Ownership Trust (EOT) can qualify for Capital Gains Tax relief under section 236H of the Taxation of Chargeable Gains Act 1992. The rules have tightened recently: Finance Act 2024 added requirements on trustee independence, trustee control and the value paid, and the Autumn Budget 2025 reduced the relief to 50% for disposals made on or after 26 November 2025. Sellers, directors and advisers should confirm which rules apply to their transaction date.
The conditions do not end at completion. The company must remain a trading company, the trust must keep a controlling interest, and benefits must be offered to all eligible employees on equal terms. A disqualifying event during the clawback period can bring the original gain back into charge and create a significant unexpected tax bill. Companies also need to meet reporting and record-keeping obligations to HMRC, so early planning matters.