Readers’ forum: Emigration plan a spanner in the works?

I act for the shareholders of X Ltd. These are Mr A (40%) Ms B (40%) and Ms C (20%). There is a single class of ordinary share and none of the shareholders are related to each other or otherwise connected. They are in the process of selling X Ltd to a quoted company and an offer has been made for the shares to be satisfied by a small amount of upfront cash with the balance payable over a number of years via loan notes. These would be for a fixed amount and would not be dependent on the future profitability.

Ms C has told me that she plans to move abroad permanently after the disposal on medical advice as she will benefit from living in a warmer climate (there is no doubt that this is genuine). She would be outside the scope of UK CGT when the loan...