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Tax

Tax-aware liquidity: borrowing instead of selling

Selling a large equity position is a blunt instrument. It crystallises gains, attracts capital gains tax, and permanently ends any future upside participation. Borrowing against the same position preserves ownership and, in many jurisdictions, does not constitute a taxable disposal. This article explores the general mechanics — but not tax advice, which depends entirely on each borrower’s circumstances and professional advisers.

01

The disposal problem and why it arises

When a shareholder sells listed shares, most tax systems treat the transaction as a disposal for capital gains purposes. The gain — the difference between the sale proceeds and the original acquisition cost — is brought into the tax computation for the year of disposal. For shareholders who have held a position for many years, or who received shares at a very low base cost through inheritance or founding-stage participation, the resulting tax liability can be substantial. This liability does not arise from wealth — it arises from the act of realisation. A shareholder with significant paper gains may be highly illiquid in cash terms, yet face a large tax bill the moment they convert those gains into spendable currency.

02

How a loan differs from a sale

A securities-backed loan does not, in itself, constitute a disposal of the underlying shares. The borrower retains legal or beneficial ownership of the pledged shares throughout the facility. The loan proceeds are debt, not income or a capital receipt — meaning that, in most jurisdictions, receiving loan proceeds does not in itself give rise to a tax charge at the moment of drawdown. The borrower obtains liquidity without selling, and the tax event that would have accompanied a sale is deferred for as long as the shares remain in the borrower’s ownership. This deferral can be highly valuable when combined with estate planning, phased disposal strategies, or simply a preference to retain exposure to a rising market.

03

Interest deductibility and structure

In some jurisdictions, interest paid on a loan secured against investment assets may be deductible against investment income or other qualifying income. Whether this applies — and to what extent — depends on the borrower’s tax residence, the nature of the underlying asset, the use of the loan proceeds, and the relevant domestic tax rules. Borrowers should not assume deductibility without specific advice from a qualified tax adviser in their jurisdiction. Black Haven does not provide tax advice, and the structure of a facility should be reviewed from a tax perspective by the borrower’s own advisers before drawdown.

04

Risks that tax-focused borrowers should consider

A loan is not a permanent solution to a tax liability — it is a deferral mechanism. If the borrower is unable to repay the loan and the pledged shares are sold by the lender in enforcement, a disposal will typically occur at that point, potentially in less favourable circumstances. Similarly, if the shares fall significantly in value, the loan-to-value covenant may require additional collateral or partial repayment. Tax-focused borrowers should model these scenarios with their advisers and ensure they have a credible repayment pathway that does not rely solely on the continued appreciation of the pledged shares.

05

Working with Black Haven on tax-sensitive transactions

Black Haven is a principal lender, not a tax adviser, and the foregoing is for general information only — it does not constitute tax advice and should not be relied upon as such. Tax treatment depends on each borrower’s jurisdiction, personal circumstances, and the advice of their own qualified professionals. What Black Haven can offer is a flexible, discreet financing structure — agreed directly with the borrower without intermediaries — that can accommodate the timelines and documentation requirements that tax-sensitive transactions often involve. We work alongside the borrower’s legal and tax advisers to ensure that facility execution aligns with the broader planning structure.

FAQ

Frequently asked.

01Does taking a stock loan against my shares count as a taxable disposal?
In most jurisdictions, pledging shares as collateral for a loan does not constitute a disposal for capital gains tax purposes, because the borrower retains ownership of the shares. However, tax treatment varies significantly by country and individual circumstance. This is a general observation only — not tax advice — and borrowers must consult their own qualified tax advisers.
02Is the interest on a securities-backed loan tax deductible?
This depends on the borrower’s tax jurisdiction, the nature of the pledged asset, and how the loan proceeds are used. In some systems, interest on loans secured against investment assets may be deductible against investment income. Borrowers should seek specific advice from a qualified tax professional and should not rely on general statements about deductibility.
03What are the tax consequences if the lender enforces and sells my shares?
If pledged shares are sold in an enforcement scenario, this would typically constitute a disposal for tax purposes, potentially giving rise to a capital gains charge at that point. The timing and amount of any tax liability would depend on the borrower’s jurisdiction and circumstances. This is another reason why borrowers should plan repayment carefully and seek professional tax advice before entering a facility.

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