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Does the sale of a cash-rich company cause issues in relation to entrepreneurs' relief and to the transactions in securities rules?

Query on entrepreneurs' relief and transactions in securities rules. Clients are two individuals who together own all shares in a trading company and wish to sell it. Over the years profits have been left in the company such that of gross assets of around £3m, cash at bank is around £1.6m. Does this cash impact availability of ER, and is there any risk transactions in securities rules may apply? On the latter, am I correct in saying that if the sale is to an unconnected third party then post FA2010 rules there is now no possibility of the rules applying? On ER, the position seems a bit more nuanced, but essentially would you agree that if the cash is held in a bank account and not actively managed or invested then ER should be available?

Anonymous (Private practice)

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