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Business Owner Wills UK: Estate Planning Guide

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Part ofWills & Probate

Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Running a company or holding a share in a partnership changes the shape of your estate. You are no longer dealing with a house, some savings and personal possessions. You are also dealing with shares, goodwill, commercial premises, intellectual property, and the livelihoods of people who depend on the business continuing. That makes a Will less of a tidy formality and more of a genuine piece of succession planning. I'm Brad Askew, and over the years I've seen how often business owners put this off, assuming their family or co-directors will simply work it out. They rarely do. On this page I'll walk through why a Will matters when you own a business, what happens if you don't have one, and the specific points worth thinking about before you put anything in writing.

What this document is

A Will for a business owner does the same basic job as any other Will: it tells the people administering your estate where your assets should go and who should be in charge of the process. What makes it different is the type of asset involved.

Company shares, a partnership interest, or a sole trader business are all handled differently under English law, and the governing documents of the business itself often have something to say about what can happen on death. A shareholders' agreement, company articles, or partnership deed can override what you thought you were leaving in your Will.

Business assets can also qualify for valuable Inheritance Tax reliefs, but only if the Will is structured in a way that preserves them. So a business owner's Will is really a coordination exercise: aligning what you want with what the business paperwork allows, and making sure the tax position is not wrecked in the process. It is worth thinking about alongside any life cover, cross-option agreements, or succession plans you already have in place.

How to use this document

  1. Take stock of what you actually own. List out every business interest you hold: shares in private companies, partnership stakes, sole trader assets, director loan accounts, commercial property held personally, and any intellectual property. Note the percentage holding and whether it is held jointly or through a trust. Without this picture, the rest of the planning is guesswork.
  2. Read the governing documents. Check the articles of association, any shareholders' agreement, and any partnership deed. These documents often contain pre-emption rights, compulsory transfer clauses, or cross-option arrangements that dictate what happens to your interest on death. Your Will cannot override these, so it needs to work with them rather than against them.
  3. Think about who should inherit, and whether they want it. A spouse or child inheriting shares is not always the right outcome. They may have no interest in running the business, no relationship with your co-owners, or no experience of the sector. Consider whether a direct gift, a trust, or a cash legacy funded by a buyout is the better route for the people you care about.
  4. Consider the Inheritance Tax position. Business Relief can reduce the taxable value of qualifying business assets significantly, but the rules are specific and have been subject to government review. How you leave the asset, and to whom, affects whether the relief applies. Check gov.uk for the current Business Relief rules before making assumptions about what your estate will owe.
  5. Appoint the right executors and review regularly. Running a business through probate is demanding. Pick executors who can handle it, or who know to bring in help quickly. Then revisit the Will whenever the business changes shape: a new shareholder, a restructuring, a sale, or a change in family circumstances can all make the existing Will out of date.

Common questions

Q What happens to my company shares if I die without a Will?
Your shares form part of your estate and pass under the intestacy rules, which set a fixed order of who inherits. That person may have no wish to be a shareholder, no understanding of the business, and no existing relationship with your co-directors. The company's articles may also force a transfer at a set price. The result is often disruption, delay, and a poorer outcome for your family.
Q Does my Will override the shareholders' agreement?
No. A shareholders' agreement, along with the company's articles, generally takes priority over what your Will says about shares. If those documents contain pre-emption rights or compulsory buyback clauses, your executors will be bound by them. This is why any Will dealing with private company shares should be drafted with the corporate documents open on the desk alongside it.
Q Is Business Relief automatic for Inheritance Tax?
No. Business Relief only applies to qualifying assets held in the right way for long enough, and the relief can be lost if the asset is left to certain beneficiaries or structured poorly in the Will. The rules have also been subject to reform. It is worth checking the current position on gov.uk and taking tailored input before assuming your estate will benefit.
Q What about a partnership share, does it pass under my Will?
Usually yes, but the partnership deed will often set out what the surviving partners can or must do. Some deeds give the remaining partners an option to buy out your share at a valuation, with the proceeds going to your estate. Others allow the partnership to dissolve. Your Will needs to reflect what the deed actually permits.
Q Should I use a trust in my Will for business assets?
Trusts can be useful where beneficiaries are young, where you want to keep control of timing, or where you want to protect Business Relief. They add complexity and ongoing administration, though, so they are not the right answer for everyone. The decision depends on your family situation, the nature of the business, and your overall tax position.
Q How often should I update my Will as a business owner?
Any significant change in the business is a prompt: bringing in a new shareholder, selling a stake, restructuring, incorporating, or preparing for exit. Personal changes matter too, such as marriage, divorce, or new children. Even without a specific trigger, reviewing the Will every few years helps make sure it still reflects how the business and your intentions have evolved.
Q Can I write my own Will if I own a business?
Legally you can, but it is rarely a good idea. The interaction between Wills, company articles, partnership deeds and Inheritance Tax reliefs is genuinely technical, and small drafting errors can have expensive consequences. At the very least, talk through what you are planning before you put it in writing, so you know where the risks sit.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

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Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.