Selling a portfolio or block of flats doesn’t always have to mean a long, complicated property sale. In some cases, you can sell the company that owns the properties rather than the properties themselves, in a deal structure known as a share purchase.
This approach can speed up the process, save thousands in tax, and make the transaction cleaner for both sides. But it also comes with its own considerations, so it’s important to understand how it works before deciding if it’s right for you.
Buying the Company Instead of the Properties
In a share purchase, the buyer acquires the limited company that already holds the properties. This means:
- You avoid multiple conveyancing transactions
- Stamp Duty Land Tax (SDLT) on the property value is not paid
- Instead, a 0.5% Stamp Duty on shares applies, a fraction of what SDLT would typically cost
In today’s market, that difference can translate into significant savings, making this route attractive for both sides of the deal.
Why Sellers Choose a Share Sale
If you’re a portfolio owner or landlord thinking about an exit, a share sale can be an efficient, streamlined route. Here’s why:
- Certainty and simplicity: it’s one corporate transaction rather than several property sales
- No need for vacant possession: properties can remain tenanted and income can continue until completion
- Transfer of responsibility: the buyer takes on management, tenancy and compliance duties, including Renters’ Rights Act obligations
- Clean financial exit: personal guarantees can often be released or reassigned
- Tax efficiency: if structured before the 2026 rise in Business Asset Disposal Relief (BADR), it may reduce Capital Gains Tax
- Potentially stronger sale value: where properties are unencumbered or low-LTV, vendor finance can help retain full value
What Buyers Gain
From a buyer’s perspective, a share purchase can be equally compelling:
- Instant portfolio growth: multiple units acquired in one transaction
- Immediate rental income: the properties are tenanted from day one
- Significant SDLT savings: only 0.5% on shares, versus up to 15% on property
- Flexible funding: retain existing finance, refinance, or use investor capital or deferred consideration
When properties are low-LTV or mortgage-free, this structure opens the door to more creative funding routes.
Points to Watch
While share purchases can be elegant and efficient, they’re also more complex than standard property sales. Expect:
- Thorough due diligence: the buyer acquires the entire company, including its history and liabilities
- Higher professional fees: legal, tax and accountancy costs will be higher than a basic conveyance
- Detailed documentation: the Share Purchase Agreement (SPA) must cover warranties, indemnities and any legacy issues
- Lender scrutiny: finance providers will assess both the business and the assets
It’s not a reason to avoid this route, but preparation and expert advice are essential.
The Bottom Line
A share sale can be a faster, cleaner and more tax-efficient way to sell a property portfolio, but it’s not a one-size-fits-all solution. It works best for sellers who want a single, straightforward transaction with minimal disruption and for buyers who value immediate scale and cash flow.
Thinking about whether this structure might work for your business? Let’s talk it through.
