31 August 2026 · Clawback
The 2-Year Clawback Trap
Article 27 relief is conditional for two years. If, within two years of the transfer, the shares in the transferor or transferee are sold to a person outside the qualifying group, or the transferred business is transferred on again outside the group, the relief is clawed back, the previously deferred gain becomes taxable in the period the triggering event occurs. Planning the two-year holding period is essential.
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What undoes the relief
Onward sales inside two years bite.
- Selling transferor/transferee shares outside the group.
- Transferring the business on again outside the group.
- Within two years of the original transfer.
- Deferred gain becomes taxable.
Protect the relief
Structure and hold for two years.
- Plan a genuine two-year holding period.
- Avoid triggering onward disposals.
- Monitor group ownership after the transfer.
- Factor the clawback into deal timing.
Related guides
Frequently Asked Questions
For protecting the relief after the transfer.
How long is the clawback period?
Two years from the transfer. A qualifying onward sale within that window claws back the relief.
What triggers the clawback?
Selling the transferor/transferee shares, or the transferred business, to a person outside the qualifying group within two years.
What happens if it is clawed back?
The previously deferred gain becomes taxable in the period of the triggering event.
Can Exiloz manage the clawback risk?
Yes. We plan the holding period and monitor for triggering events.
Avoid the clawback
Exiloz plans your holding period so the deferred gain stays deferred.