The starting point is the split of the price in the sale agreement. Goodwill, tangible assets and (in a share sale) work in progress are capital consideration. Your chargeable gain is that capital consideration minus your base cost: for a partner, broadly your capital contribution plus anything you paid for your share of goodwill; for a shareholder, what you paid or subscribed for the shares.
Business Asset Disposal Relief taxes qualifying gains at 18% from 6 April 2026 (it was 14% in 2025/26 and 10% before April 2025), subject to a £1,000,000 lifetime limit. Gains above the remaining limit fall into normal CGT: 18% within your unused basic rate band, 24% above it. Because BADR gains use the basic rate band first, most sellers with partner-level income pay 24% on the excess.
Structure changes the tax on WIP, not the CGT rates. Selling a partnership or LLP interest, the WIP element is an income receipt taxed at income tax rates. Selling company shares, the buyer pays one price for the shares and the whole amount, WIP included, is capital gain. On larger WIP books this difference alone can move the net proceeds by tens of thousands of pounds.
The annual exempt amount (£3,000 in 2026/27) comes off the gain before any tax is charged. The remaining moving parts are eligibility ones: the 2-year ownership and trading conditions for BADR, the 5% shareholding tests on a share sale, and the salaried member rules for LLP members, all of which need checking well before heads of terms are signed.
Worked example: James is a partner at Whitmore Family Law LLP and is retiring after 12 years. The sale agreement allocates £500,000 to goodwill, £80,000 to WIP and £20,000 to tangible assets. His base cost (capital contribution) is £100,000. His other income in the year of sale is £80,000. As a partnership exit, WIP of £80,000 is an income receipt (ITTOIA 2005 ss.182 to 185) and falls outside the CGT calculation. Capital proceeds are £500,000 + £20,000 = £520,000. Gain before AEA: £520,000 minus £100,000 = £420,000. After the £3,000 annual exempt amount, taxable gain = £417,000. BADR applies at 18% (from 6 April 2026) on the full £417,000 within the £1,000,000 lifetime limit, giving CGT of £417,000 x 18% = £75,060. Net capital proceeds after CGT = £520,000 minus £75,060 = £444,940. The £80,000 WIP element is then taxed separately at James's income tax rates.