Business Owners and Wills: What Should Be Reviewed?

For many business owners, a company is not just another asset. It may be the main source of family income, a lifetime’s work, a valuable inheritance and an ongoing responsibility.

That is why writing a will as a business owner should involve more than deciding who receives your personal belongings. Your will should work alongside your company documents, tax position, and wider estate plan.

At the start of 2025, there were an estimated 5.7 million private sector businesses in the UK. Of these, 5.64 million were small businesses, and SMEs accounted for around 99.85% of the private sector business population. Around 4.3 million businesses had no employees other than their owners, while the UK private sector included approximately 3.2 million sole proprietorships, 2.1 million actively trading companies and 368,000 ordinary partnerships.^[1]

Succession is also a major issue for family businesses. Family Business UK has reported that around 85,000 family SMEs are expected to transfer ownership to a new generation each year, while around 77% of family SMEs are estimated to be first-generation businesses.^[2] Other research has suggested that two thirds of family business owners intend to pass their business on to a family member, but only around a third have a formal succession plan in place.^[3]

This article explains what business owners should review when making or updating a will, with a focus on English law and estate planning as accurate as possible as of May 2026. It is general information only and should not be treated as legal or tax advice for your individual circumstances.

Why business owners need a carefully drafted will

If you own a business, your will should answer some practical questions:

• Who should inherit your business interests?
• Should the business continue, be sold, or pass to family members?
• Who has authority to make urgent decisions after your death?
• Will your executors understand the business?
• Could your will conflict with company articles, a shareholders’ agreement or a partnership agreement?
• Will your estate have enough cash to pay tax, debts, and professional fees?
• Could your wishes trigger a dispute between family members, business partners or beneficiaries?

For business owners in Rochdale, Manchester and the surrounding areas, we can help review your will and wider estate planning arrangements. At ASL Solicitors, we specialise in wills and probate and estate planning services, and we can help you consider how your business interests should be dealt with as part of your estate. You can get in touch with us here.

1. Check what type of business you own

The first step is to identify exactly what you own. The legal position can be very different depending on whether you operate as a sole trader, partner, LLP member or shareholder in a limited company.

Sole traders

If you are a sole trader, there is no separate company owning the business. Business assets, business debts and trading arrangements may form part of your personal estate. Your will should make clear who receives the assets, who can deal with the business after your death and whether the business should be continued or sold.

You should also review practical matters such as business bank accounts, online systems, customer contracts, vehicles, equipment, stock, intellectual property, domain names, passwords and outstanding debts.

Ordinary partnerships

If you are in a traditional partnership, you should check the partnership agreement. Under section 33 of the Partnership Act 1890, subject to any agreement between the partners, every partnership is dissolved as regards all partners by the death or bankruptcy of any partner.^[4]

This means a partnership agreement is extremely important. It can set out what happens to the deceased partner’s share, how the business is valued, whether surviving partners can continue trading and how the estate is paid.

Limited liability partnerships

An LLP has its own legal identity, but the LLP agreement should still be reviewed. It may contain provisions about what happens if a member dies, whether the estate receives capital, how profits are calculated and whether remaining members can buy out the deceased member’s interest.

Limited companies

If you own shares in a limited company, your will can usually pass those shares to your beneficiaries. However, the company’s articles of association and any shareholders’ agreement may restrict who can receive shares, whether shares must first be offered to other shareholders, and how shares are valued.

This is why your will should not be drafted in isolation. A will that leaves shares to your children may be difficult to implement if the company documents give other shareholders a right to buy those shares first.

2. Review the company articles and shareholders’ agreement

For company owners, the articles of association and shareholders’ agreement are just as important as the will. They can control how shares are transferred on death, who can vote, who can appoint directors and whether the deceased shareholder’s family can become involved in the company.

The Companies Act 2006 allows companies to have articles of association, and many private companies use the model articles made under the Companies (Model Articles) Regulations 2008.^[5] The model articles for private companies limited by shares include provisions about directors, shares and decision-making.^[6]

This can be particularly important for owner-managed companies. If a company has one shareholder and one director, the death of that person can create immediate practical problems. Someone may need authority to appoint a new director, access company records, pay wages, deal with suppliers and continue trading. If the articles are not suitable, the company can become paralysed at the worst possible time.

3. Choose executors who can deal with business assets

Executors are responsible for administering your estate. If you own a business, this can be more complicated than dealing with savings accounts and a family home.

Your executors may need to:

• Secure business premises and records.
• Communicate with directors, partners, staff, accountants and insurers.
• Obtain a business valuation.
• Deal with HMRC forms and Inheritance Tax issues.
• Decide whether shares should be transferred, sold or retained.
• Make urgent decisions before probate is granted.
• Manage potential disputes between beneficiaries and business partners.

You may wish to appoint at least one executor who understands business affairs. This could be a trusted family member, professional adviser or solicitor. However, care is needed if the executor is also a business partner, director or beneficiary, as conflicts of interest can arise.

At ASL Solicitors, we can help you think through who should act as executor and whether professional support may be useful where the estate includes company shares, partnership interests, commercial property or complex family arrangements.

4. Decide whether the business should continue, be sold or passed on

A will should not simply say who inherits your business interests. It should reflect what you actually want to happen.

Some business owners want the business to continue in the family. Others want surviving shareholders to buy their shares so that their family receives money instead of becoming involved in the company. Some want the business sold, especially where children are not involved in day-to-day management.

You should consider:

• Whether any family member is capable of running the business.
• Whether any family member actually wants to run it.
• Whether different children should receive different assets to avoid unfairness.
• Whether non-business assets are enough to provide for family members who are not involved in the business.
• Whether the business can afford to buy out your estate.
• Whether key employees or co-owners should have a route to ownership.
• Whether life insurance should be used to fund a buyout.

This is where succession planning and estate planning overlap. A will can transfer ownership, but it cannot by itself train the next generation, resolve family disagreements or ensure the business has enough cash to survive.

5. Review Business Relief for Inheritance Tax

Business Relief can reduce the value of certain business assets when calculating Inheritance Tax. HMRC explains that Business Relief may be available at either 100% or 50% on some business assets, including certain business interests or shares.^[7]

However, the rules have changed. For deaths on or after 6 April 2026, 100% relief is capped at £2.5 million for qualifying business or agricultural property. HMRC states that this cap includes qualifying business or agricultural property held in trust.^[8]

This makes will planning even more important for business owners with valuable companies, farms, commercial property or mixed estates. A business that previously appeared to be fully covered by Business Relief may now need more detailed tax planning.

6. Understand the nil-rate band and residence nil-rate band

Inheritance Tax is generally charged on the value of an estate above available thresholds, after taking account of exemptions and reliefs. As of May 2026, the standard nil-rate band is £325,000 and is currently shown by HMRC as applying from 6 April 2009 to 5 April 2031.^[9]

The residence nil-rate band is an additional allowance that may apply where a qualifying residence is left to direct descendants. HMRC lists the residence nil-rate band as £175,000 from 6 April 2020 to 5 April 2030.^[9]

For business owners, the residence nil-rate band can be affected by overall estate value, business value and who inherits the family home. Where an estate includes both a family home and business assets, careful planning may be needed to avoid losing reliefs unnecessarily.

7. Consider whether your will could lead to a dispute

Business assets can create tension. One child may work in the business while another does not. A second spouse may need financial security, while adult children expect to inherit shares. A business partner may want control, while your family wants maximum value.

The Inheritance (Provision for Family and Dependants) Act 1975 allows certain people to apply to the court for reasonable financial provision from an estate in England and Wales.^[10] Potential applicants can include a spouse or civil partner, former spouse or civil partner, child, someone treated as a child of the family, or someone maintained by the deceased.

A carefully prepared will can reduce the risk of disputes by making your intentions clear. In some cases, it may also be sensible to prepare a letter of wishes explaining why certain decisions have been made. This can be particularly helpful if business assets are being left unequally because one beneficiary has worked in the business for many years.

8. Make sure your will is valid

A will must be properly signed and witnessed. Section 9 of the Wills Act 1837 sets out the formal requirements for a valid will in England and Wales, including that the will must be in writing and signed by the testator, or by someone else in their presence and by their direction, with appropriate witnessing.^[11]

Business owners should avoid informal handwritten changes, unsigned letters or verbal promises. These can create uncertainty and may increase the risk of a dispute.

9. Review what happens if you lose capacity

A will only takes effect when you die. It does not help if you are alive but unable to make decisions because of illness, accident or loss of mental capacity.

A lasting power of attorney allows you to appoint one or more attorneys to make decisions for you if you lack capacity. There are two types of LPA: health and welfare, and property and financial affairs.^[12]

Business owners should consider whether a standard property and financial affairs LPA is enough, or whether they need a separate business LPA. This can be important if the person you trust with personal finances is not the right person to make business decisions.

10. Review life insurance and shareholder protection

Life insurance can be an important part of business succession planning. It may provide money to your family, help pay Inheritance Tax, or fund a share purchase by surviving shareholders.

In some companies, shareholders use a cross-option agreement alongside life insurance. This can give surviving shareholders the option to buy the deceased shareholder’s shares, while giving the estate the option to require a sale. The aim is often to give the family cash while allowing the remaining owners to keep control of the business.

These arrangements should be reviewed carefully because they need to work with the will, company articles, shareholders’ agreement and Business Relief position.

Business owner will review checklist

If you own a business, it may be sensible to review the following:

1. Your current will, including executors and beneficiaries.
2. Your business structure: sole trader, partnership, LLP or limited company.
3. Company articles of association.
4. Shareholders’ agreement or partnership agreement.
5. Business valuation method.
6. Commercial property ownership.
7. Business debts, guarantees and director loan accounts.
8. Intellectual property, domain names and digital assets.
9. Business Relief and Inheritance Tax exposure.
10. Succession plans for family members, co-owners or key staff.
11. Lasting powers of attorney.
12. Letters of wishes and dispute prevention.

How ASL Solicitors can help

At ASL Solicitors, we help business owners put clear and practical estate planning arrangements in place. We specialise in wills and probate and estate planning services, and we work with clients in Rochdale, Manchester and the surrounding areas.

We can help you review your will, consider how your business interests should pass on death, identify potential conflicts between your will and business documents, and plan around family, control and tax issues.

If you own a business and want to make or update your will, you can contact ASL Solicitors here.

FAQs

Can I leave my business in my will?

Yes, but what you can leave depends on your business structure. A sole trader may leave business assets, while a company owner usually leaves shares. Partnership and shareholder agreements may restrict what happens, so your will should be reviewed alongside your business documents.

What happens to my limited company shares when I die?

Your shares usually form part of your estate and can pass under your will. However, the company’s articles of association and any shareholders’ agreement may control whether shares can be transferred to family members or must first be offered to existing shareholders.

Should my executor understand my business?

It is often helpful for at least one executor to understand business matters, especially if the estate includes company shares, commercial property, business debts or partnership interests. Executors may need to make urgent decisions and work with accountants, directors and solicitors.

Does Business Relief mean my family will pay no Inheritance Tax on the business?

Not always. Business Relief can reduce the taxable value of qualifying business assets, but the rules are detailed and changed from 6 April 2026. Some assets may not qualify, and 100% relief is now capped at £2.5 million for qualifying business or agricultural property.

Do I need a shareholders’ agreement as well as a will?

In many owner-managed companies, yes. A will deals with your estate, but a shareholders’ agreement can deal with control, share transfers, valuation, buyout rights and what happens if a shareholder dies or becomes seriously ill.

What happens if I die without a will as a business owner?

If you die without a valid will, the intestacy rules decide who inherits your estate. This may not reflect your business succession wishes and can create practical problems for family members, business partners and employees.

Can one child inherit the business and another inherit other assets?

Yes, this can be done with careful planning. However, business valuations can change, so it is important to review the will regularly and consider whether the overall division remains fair and workable.

Should business owners have a lasting power of attorney?

Yes, it is often sensible. A will only applies after death. A lasting power of attorney can help ensure someone has authority to manage financial or business matters if you lose mental capacity during your lifetime.

How often should business owners review their wills?

Business owners should review their will after major personal, financial or business changes. This includes changes to company ownership, business value, tax rules, marriage, divorce, children, commercial property purchases or new shareholders.

Can ASL Solicitors help business owners with wills and estate planning?

Yes. At ASL Solicitors, we help business owners in Rochdale, Manchester and surrounding areas with wills, probate and estate planning. We can review your business interests, family circumstances and succession wishes as part of your estate plan.