Last checked 1 November 2026. Company sales and investment rounds are negotiated deals with tax, legal and securities law questions. Your advisers decide how the rules apply. If anything here conflicts with the linked source, the source wins.
When a company that holds bitcoin is sold, or takes in new investors, the bitcoin becomes part of the deal. Buyers and investors will ask what it is worth, who controls it and how it is accounted for. This page covers the points the official sources make, and the evidence a company can prepare.
What a buyer or investor will want to see
- Proof of control without moving funds, as on our page on audit evidence.
- The treasury policy and board minutes that approved each purchase. Our policy template is a starting point.
- The accounting: how the holding is measured in the accounts, and the tax cost or basis records.
- A handover plan for the keys if keyholders will leave after completion. See when a keyholder leaves.
UK: share sale or asset sale
In a share sale, the shareholders sell their shares and the company keeps its bitcoin, so nothing changes for the company's tax on the bitcoin. In an asset sale, the company sells the bitcoin or other assets itself, which is a disposal by the company.
Source: HMRC: CRYPTO41250: Corporation Tax on chargeable gains, what counts as a disposal.
UK: Business Asset Disposal Relief and a large holding
GOV.UK says that to qualify for Business Asset Disposal Relief on selling shares, for at least 2 years up to the sale the seller must be an employee or office holder and the company's main activities must be in trading rather than non-trading activities like investment. There are also personal company conditions, including at least 5% of the shares and voting rights.
Source: GOV.UK: Business Asset Disposal Relief: eligibility.
HMRC's manual says there is no simple formula for whether non-trading activities are substantial. Its indicators include the value of non-trading assets compared with total assets, and it says that where neither non-trading income nor the asset base suggests the non-trading element exceeds 20%, a case is unlikely to need more detailed review.
Source: HMRC: CG64090: trading company, meaning of substantial (the 20% indicator).
Our judgement, not a rule: a large bitcoin holding kept as an investment could count towards non-trading assets in that test. A company that expects to rely on the relief should ask its accountant before the holding grows, not at the point of sale.
US: stock sale or asset sale
In a stock sale, the corporation keeps its bitcoin and its tax basis. In an asset sale, the corporation disposes of the bitcoin at fair market value, and the IRS says "both the seller and purchaser of a group of assets that makes up a trade or business" generally each file Form 8594 to report how the price is allocated.
Source: IRS: Notice 2014-21: virtual currency is treated as property for federal tax purposes, IRS: About Form 8594, Asset Acquisition Statement under Section 1060, IRS: Closing a business: corporation filing requirements, Form 966 and final returns.
US: fair value in the accounts
A buyer looking at US GAAP accounts will see the bitcoin at fair value under ASU 2023-08, so the balance sheet is current. Tax basis is tracked separately and can be very different.
Source: FASB: ASU 2023-08, Intangibles: Goodwill and Other, Crypto Assets (Subtopic 350-60).
New investors
Investors in the UK and US will usually ask for the same evidence as a buyer, plus how the treasury policy limits the holding. Raising money from investors has its own securities and financial promotion rules, which are outside the scope of this site.
Our judgement, not a rule: a short, factual summary of the holding, its controls and its accounting, agreed by the board, avoids inconsistent answers during due diligence.
Read next
- Audit evidence, proof of control without moving funds.
- Winding up, closing instead of selling.
- Directors' duties, what the board owes the company.
Sources
Primary sources only. Each link was checked on 1 November 2026. Rules change, so confirm the current version with your adviser.
- HMRCCRYPTO41250: Corporation Tax on chargeable gains, what counts as a disposal
- GOV.UKBusiness Asset Disposal Relief: eligibility
- HMRCCG64090: trading company, meaning of substantial (the 20% indicator)
- IRSNotice 2014-21: virtual currency is treated as property for federal tax purposes
- IRSAbout Form 8594, Asset Acquisition Statement under Section 1060
- IRSClosing a business: corporation filing requirements, Form 966 and final returns
- FASBASU 2023-08, Intangibles: Goodwill and Other, Crypto Assets (Subtopic 350-60)
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This is general information and education only. It is not financial, investment, tax, accounting, legal or regulatory advice, and it is not a recommendation to buy, sell or hold bitcoin or any other asset. It does not take account of your circumstances or those of your company. You must obtain your own official professional advice to confirm this information is correct before acting on it.
Rules change. This information is correct to our understanding at the last-reviewed date, but it may be incomplete or out of date, and official sources take precedence. Bitcoin is volatile. A company that buys it could lose some or all of the money it puts in.
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