This guide is maintained as a current resource for September 2026 and covers only the laws of England and Wales. Information is for general guidance, not legal advice. Consult a qualified solicitor for advice specific to your situation.
Learn how to include business interests in a will in England and Wales, covering sole traders, partnerships and company shares, tax planning including Business Relief, and practical steps to support smooth succession and protect value for beneficiaries.
Including business interests in a will is a key part of estate planning for business owners in England and Wales. Business ownership often represents years of effort and substantial financial value. How you provide for such interests on your death can directly affect your family's financial security, the future of your company, and how much tax your estate must pay. Proper planning helps ensure business assets pass according to your wishes, mitigate risk of disputes, and take advantage of available tax reliefs. This article explains, step by step, how business interests can be included in a will, the legal and practical considerations involved, and strategies to support smooth succession.
Understanding Business Interests and Your Estate
A business interest in your will can consist of:
- Sole trader businesses - these are not separate legal entities and are part of your personal estate;
- Partnership interests - your share in an ongoing partnership;
- Shares in a company - including private company shares;
- Assets used in the business - such as premises, machinery, goodwill, and other tangible or intangible business property.
Any business assets that are legally part of your estate at the time of death can be dealt with through your will if you choose to include specific provisions. If you do not explicitly deal with them, they may pass as part of your residuary estate, which may not align with your intentions or business needs.
Perform an Audit of Your Business Interests
Before drafting your will, identify and document all aspects of your business interests:
- Ownership details (sole trader, partnership share, company shares);
- Business assets (equipment, vehicles, property, intellectual property);
- Contractual arrangements (shareholders' agreements or partnership deeds).
This inventory helps clarify what count as part of your estate and assists executors in administering the business after your death. It also highlights where existing agreements may affect how assets can pass on succession.
Decide Who Should Inherit the Business
Consider carefully who should receive your business interests:
- A family member actively involved in the business;
- A business partner or colleague who will carry on the enterprise;
- Trustees of a trust arrangement holding the business for beneficiaries.
Involving beneficiaries who are not familiar with the business may lead to operational discontinuity or disputes. Clear decisions in your will can help executors manage the transition and minimise disruption.
Include Appropriate Will Clauses for Different Business Structures
Sole Trader Businesses
As a sole trader, your business is legally part of your personal estate. Business assets can be gifted directly in your will to a named beneficiary. You might choose to:
- Leave the business to a family member;
- Appoint a trustee to manage or sell the business on behalf of beneficiaries;
- Provide powers to executors to continue or dispose of the business.
Granting clear powers to executors in your will avoids uncertainty and helps maintain operations or realise business value efficiently.
Partnerships
Partnership interests may be governed by a partnership agreement. Some agreements contain provisions that automatically transfer or extinguish a partner's interest on death. Where such provisions exist, they can override your will's instructions. If not, your will can specify:
- Who inherits your share of the partnership;
- Whether the partnership should continue or be dissolved;
- How your share should be valued or bought out.
If the partnership agreement lacks clear succession rules, you may need to work with legal advisors to align your will with partnership terms.
Company Shares
Shares in a limited company can be gifted by a clause in your will. Important considerations include:
- Articles of Association and Shareholder Agreements: These may contain pre‑emption rights requiring remaining shareholders to purchase your shares before they pass to your chosen beneficiary. If such rights exist, your will alone may not determine who receives shares.
- Transmittance: A beneficiary of shares may initially be a “transmittee”, required to notify the company to exercise shareholder rights.
Explicit clauses and review of company documents ensure your intentions align with the company's rules.
Address Tax Considerations
Inheritance Tax (IHT) is a significant concern for business owners. Including business interests in your will without tax planning may result in a large tax bill before beneficiaries receive assets. A key relief is Business Relief (formerly Business Property Relief):
- 100% relief can apply to a business or interest in a business that qualifies;
- 50% relief may apply to certain assets such as shares controlling more than 50% of voting rights in a quoted company, or land and machinery used in a business.
- To qualify, business owners generally must have held the asset for at least two years prior to death.
Using Business Relief effectively can reduce IHT liability on business interests, preserving value for beneficiaries.
Consider Trusts and Special Executors
In some cases, direct gifting may not be ideal, such as where beneficiaries are minors or not engaged in the business. Using a trust within your will can:
- Provide flexibility in distributing business assets;
- Protect assets until beneficiaries are ready to manage them;
- Preserve tax relief without wasting relief on exempt transfers.
You may also appoint a special executor with business expertise to ensure the business is managed or transferred smoothly.
Practical Steps to Support Succession
Effective succession planning includes more than will clauses:
- Review and update contractual documents such as partnership agreements and shareholders' agreements to align with your will;
- Prepare a letter of wishes (a non‑statutory document) to guide executors on practical business matters and relationships;
- Communicate your plans with family, partners and advisers to reduce the risk of disputes;
- Regularly update your will and business records to reflect changes in ownership, structure or tax laws.
Key Takeaways
Including business interests in a will requires careful planning that considers legal structure, tax reliefs, company agreements and successor capabilities. Key points include:
- Identifying all business assets and ownership rights;
- Deciding who should receive business interests and documenting this clearly in your will;
- Understanding how partnership and company agreements might affect share transfer;
- Utilising reliefs such as Business Relief to mitigate inheritance tax;
- Considering trust structures and appointing competent executors;
- Reviewing related corporate documents and communicating your plans.
Well‑structured provisions help preserve business continuity, protect value for beneficiaries and reduce the risk of disputes or tax liabilities. Professional guidance from solicitors and tax advisers is often critical to align your will with your commercial and personal objectives.
