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Selling shares · United Kingdom

Selling startup shares in the UK: EMI options, tax and process

The UK has an active secondary market — but if you hold EMI options you exercise first, then sell. Here’s what you hold, what the Articles control, and how CGT (and the 10% relief) works.

The UK has one of Europe’s more active secondary cultures, and selling private company shares is very possible — but it depends on what you hold and what your paperwork allows.

What do you hold? EMI options, unapproved options, or shares

What the paperwork controls

Your company’s Articles of Association and shareholders’ agreement usually contain a right of first refusal (pre-emption), transfer restrictions, and sometimes drag-along / tag-along rights. These shape how a sale happens rather than blocking it — typically you offer the shares internally first, and if there’s no taker you’re free to sell to your buyer.

EMI holders: the order is exercise the vested options into shares, then sell. Mind any post-leaver exercise window if you’ve left the company.

Tax when you sell

A share sale gain is generally subject to Capital Gains Tax (CGT). Crucially, qualifying EMI shares can attract Business Asset Disposal Relief (formerly Entrepreneurs’ Relief), which can reduce the CGT rate to 10% on qualifying gains up to a lifetime limit (currently £1m) — a major advantage, though the conditions are specific and rates have been changing. Confirm your position with a UK tax adviser.

The process, at a high level

Confirm what you hold (and exercise EMI options into shares if needed) → check the Articles/shareholders’ agreement for pre-emption and approvals → agree a price → clear pre-emption → complete a stock transfer form and update the register.

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Thinking about selling?

List your shares privately — you stay anonymous until an investor signs an NDA, and you only pay a fee if a deal actually closes. We focus on exactly these small European secondaries (€10k–€750k).

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Questions people ask

Can I sell my startup shares in the UK before an exit?
Yes, often. You can sell shares you own in a private UK company to a buyer before an exit, subject to the company's Articles and shareholders' agreement — typically a right of first refusal (pre-emption) and sometimes board approval. If you hold EMI or other options rather than shares, you generally must exercise them into shares first.
Do I pay tax when I sell EMI shares?
A gain on selling shares is generally subject to Capital Gains Tax. Qualifying EMI shares can attract Business Asset Disposal Relief, which can reduce the CGT rate to 10% on qualifying gains up to a lifetime limit (currently £1m). Conditions are specific and rates have been changing, so confirm with a UK tax adviser.
How do I sell EMI options?
You cannot usually sell the options themselves. You exercise the vested EMI options (pay the exercise price) to convert them into shares, then sell the shares — subject to the company's pre-emption rights and transfer rules. If you have left the company, watch any post-leaver exercise window before the options lapse.

General information only — not financial, tax or legal advice, and not a substitute for advice from a qualified local professional. Tax rates and rules change and depend on your personal circumstances; the figures here are directional and simplified. Check your own share/option agreements and take local advice before selling. PrivateTechShares makes introductions only: it is not a broker, does not hold funds, and does not execute or advise on transactions.