Skip to content
Home/Tools/FORM IHT412

How to complete IHT412: unlisted shares, control holdings, and Business Relief

IHT412 is the schedule for shares that don't belong on IHT411 — unlisted (unquoted) company shares, AIM and similar 'not listed' holdings, and any shareholding, listed or not, that gave the deceased control of the company. It is filed with IHT400 by the executor or administrator, with no separate fee — the IHT400 itself is due within 12 months of the end of the month of death, with the tax due earlier, at the six-month point.

The form's real work is sorting each holding into the right box (control changes which totals feed into IHT400, and where they can be paid by instalments) and then working out whether — and at what rate — Business Relief applies, now that the 100% rate is capped at a combined £2.5 million allowance from 6 April 2026.

This walkthrough covers which box each type of holding goes in, the 2-year ownership test, the new relief-rate cap, and the situations where Business Relief is refused outright.

✓ Official source checked 2 September 2026 · GOV.UK last revised this form 28 May 2026IHT412 on GOV.UK
Executor's First Hour — £179
Free
United KingdomInformational, not legal or financial adviceOfficial source: GOV.UK
Official form · always current

This is the same official IHT412 file HM Revenue & Customs publishes on GOV.UK — the link below fetches the current version live from GOV.UK the moment you click it, so it can never go out of date.

Current version: May 2026 · confirmed on GOV.UK 2 September 2026

This walkthrough takes IHT412 field by field, in plain English. Sorting a holding into the right box is mostly mechanical; the hard part is the relief rate — AIM shares usually qualify at 50%, not 0%, and the 100% rate is now capped at a combined £2.5 million allowance from 6 April 2026.

The thing most people get wrong
Assuming every unquoted family-company shareholding gets 100% Business Relief automatically.

It does not. From 6 April 2026 the 100% rate is capped at £2.5 million of COMBINED business and agricultural property — value above that gets only 50%. And the allowance is not calculated fresh for this one holding in isolation: it is shared with any qualifying gifts made on or after 30 October 2024 and within the 7 years before death, and with certain trust property.

AIM-listed shares are a second trap in the other direction: many executors assume AIM counts as 'quoted' and skip Business Relief altogether, when in fact AIM shares usually DO qualify — just at 50%, with no share of the 100% allowance, because AIM is not a 'listed' market for HMRC's purposes.
The form, in summary

The IHT412 form, in summary.

Valoren
IHT4124 pages39 fields guided
With Valoren45 minutes
with the shareholding already listed in the vault
Without Valoren2–4 hours
tracking down a share register or company secretary for each unquoted holding, and working out whether each one actually qualifies for Business Relief
Deadline
6 monthsinterest starts;
filed with IHT400
Who Files
Executoror administrator
with IHT400
£
Fee
Freeschedule to
IHT400
Filed with HMRC
Draws from your Estate File
the records this form is built from
PersonalBusiness Interests & Directorships·Financial Accounts·Legal Instruments·Digital Access Map·Asset Inventory·Income & Outgoings·Civil Dossier·Policy Index·Medical Abstract·Property Folio·Succession Plan·Digital Legacy Registry·Funeral & Committal Wishes·Dependent Care & Handoff·Personal Record·RegistryMaster Registry·Renewal Register·People, Authority & Contacts·Designated Places·Kinship & Succession Map·SecureAccess Controls·Recovery Routes·Custody & Contingency·EventsDeath & Estate Activation·Incapacity & Medical Proxy·Absence & Continuity Cover·Access Loss & Identity Recovery·Legal Dispute & Evidence Protocol·Theft & Asset Compromise·Property Damage & Incident Response·Relocation & Address Update Protocol·Separation & Custody Documentation·Business Interruption & Continuity·PersonalBusiness Interests & Directorships·Financial Accounts·Legal Instruments·Digital Access Map·Asset Inventory·Income & Outgoings·Civil Dossier·Policy Index·Medical Abstract·Property Folio·Succession Plan·Digital Legacy Registry·Funeral & Committal Wishes·Dependent Care & Handoff·Personal Record·RegistryMaster Registry·Renewal Register·People, Authority & Contacts·Designated Places·Kinship & Succession Map·SecureAccess Controls·Recovery Routes·Custody & Contingency·EventsDeath & Estate Activation·Incapacity & Medical Proxy·Absence & Continuity Cover·Access Loss & Identity Recovery·Legal Dispute & Evidence Protocol·Theft & Asset Compromise·Property Damage & Incident Response·Relocation & Address Update Protocol·Separation & Custody Documentation·Business Interruption & Continuity·
Legal basisStatute

IHT412 reports two things IHT411 (listed shares) does not. The first is shares that are not 'listed' in the sense HMRC uses for IHT purposes — unquoted private-company shares, Business Expansion Scheme/Business Start-up Scheme holdings, and shares traded only on a market such as AIM that falls outside HMRC's 'recognised' list. The second is any shareholding — listed or not — that gave the deceased control of the company under IHTA 1984 s.269 (broadly, the voting power to carry a majority of votes on all questions affecting the company).

Business Relief reduces the taxable value of qualifying trading-company shares held for at least 2 years before death. From 6 April 2026, 100% relief applies only to the first £2.5 million of combined qualifying business and agricultural property (shared across BPR and APR, with qualifying gifts made on or after 30 October 2024 and within the 7 years before death, and with certain trust property); value above that combined allowance gets 50% relief. AIM-type shares — those on a market HMRC does not treat as 'listed' — now qualify for 50% relief only, with no share of the £2.5m 100% allowance. An unused allowance can transfer from a predeceased spouse or civil partner.

Business Relief is never due on shares under a binding contract for sale at the date of death, unless the sale was to reconstruct or amalgamate the company — a binding sale contract converts what would have been a business asset into a right to sale proceeds, which does not qualify.

Section by section

The form, section by section.

Before you start, you’ll need:
  • Who Files — The executor or administrator, as part of the IHT400 account
  • 4 pages · 39 fields guided
  • Draws from your Estate File — Business Interests & Directorships, Financial Accounts, Legal Instruments
Section 1

Which box: control, and 'listed' vs 'unlisted'

IHT412 has five boxes and the form does the sorting for you IF you answer two questions correctly first: is this holding 'listed' in HMRC's specific sense, and did it give the deceased control of the company?

Get the sort wrong and the wrong totals flow into IHT400.

Box 1 — traded unlisted shares, no control

Shares traded on a market HMRC does not treat as 'listed' (AIM is the standard example), where the deceased did not have control of the company. If these are AIM shares, HMRC asks you to add 'AIM shares' to the description in column A — it changes the Business Relief rate that applies.

Box 2 — unquoted private-company / BES / BSS shares, no control

Shares and securities in a private limited company, or holdings in a Business Expansion Scheme or Business Start-up Scheme, where the deceased did not have control. This is the box for the classic 'family business' shareholding that isn't traded anywhere.

Box 3 — unquoted shares that DID give control

The same categories as box 2, but where the deceased's shareholding (including related property — a spouse's shares, or shares in certain trusts) gave them control under s.269. Do not split a controlling shareholding between box 2 and box 3 — the whole holding goes in box 3.

Box 4 — traded unlisted shares that gave control

The box 1 category (AIM and similar), but where the deceased had control. Rare in practice — most control holdings are in genuinely private companies — but the form treats it as its own row because the totals feed a different IHT400 box.

Box 5 — listed shares that gave control

The one case where a LISTED shareholding still belongs on IHT412 rather than IHT411: if the deceased's shares (with related property) gave them control of a company that is otherwise publicly quoted.

Only 50% Business Relief is available in this box — there's no 100%-relief column on box 5 at all, reflecting that a controlling stake in a public company is treated differently from a private trading company.

IHT412 has five boxes and the form does the sorting for you IF you answer two questions correctly first: is this holding 'listed' in HMRC's specific sense, and did it give the deceased control of the company?

HM Revenue & Customs (HMRC) · IHT412
Section 2

Filling in each row — value, ownership, and the relief columns

Every box uses the same eight columns (A–H, minus the 100%-relief column on box 5). Get the date-of-death share price and the 2-year ownership answer right, and the relief columns follow directly.

Columns A–D: what, how much, and its value

Column A is the company name and share type — remember to flag AIM shares here. Column B is the number of shares or amount of stock held.

Column C is the market price per share at the date of death (get this from the company's own register for unquoted shares, since there's no public quote to look up). Column D is the total value, and it's this column's total that feeds IHT400 box 65 or 67.

Column E: dividends due but unpaid

Any dividend that had been declared before death but not yet paid out belongs here, separately from the share value itself. This column's total always goes to IHT400 box 64, regardless of which box (1–5) the shares themselves are in.

Column F: owned for at least 2 years?

A simple Yes/No per holding — but it decides whether Business Relief is available at all. Check the acquisition date against the date of death; if a spouse's earlier ownership or a replacement-property rule might bridge a gap under 2 years, note it and check the IHT400 Notes rather than answering 'No' by default.

Columns G and H: the relief actually claimed

Column G is Business Relief claimed at 100% (boxes 1–4 only — box 5's controlling-but-listed shares have no 100% option). Column H is relief at 50% — the rate for AIM-type holdings, for value above the £2.5 million combined allowance, and the only rate available on box 5.

Work out the correct split using Section 3 below before filling these in.

Every box uses the same eight columns (A–H, minus the 100%-relief column on box 5). Get the date-of-death share price and the 2-year ownership answer right, and the relief columns follow directly.

HM Revenue & Customs (HMRC) · IHT412
Section 3

The 6 April 2026 relief-rate reform — what actually changed

This is the section every pre-2026 guide gets wrong, because it describes the OLD uncapped 100% relief. For deaths on or after 6 April 2026, the calculation has an extra step.

The £2.5 million combined 100% allowance

100% Business Relief and 100% Agricultural Relief now share one combined £2.5 million allowance per estate — not £2.5 million each. The allowance also has to account for qualifying gifts made on or after 30 October 2024 and within the 7 years before death, and certain trust property treated as part of the estate.

Gifts made before 30 October 2024 do not draw on the allowance. Value above the combined £2.5 million gets 50% relief instead of 100%.

AIM and similar shares — always 50%, no allowance share

Shares on a market that isn't 'listed' for HMRC purposes (AIM being the standard example) never get 100% relief and never draw on the £2.5 million allowance — they're relieved at a flat 50%, full stop.

This is a separate rule from the £2.5 million cap, not a consequence of it — even a small AIM holding well under the allowance still only gets 50%.

Transferring an unused allowance from a spouse or civil partner

If a predeceased spouse or civil partner didn't use their full £2.5 million combined allowance, the unused portion can transfer to this estate — claimed within 4 years of the surviving spouse's death, or within 6 months of the personal representatives starting to act if that's later.

This mirrors how the nil-rate band transfers between spouses, but it is a separate claim with its own time limit.

Instalment payment now extends to unlisted shares

From 6 April 2026, tax on unlisted shares that qualify for Business Relief can be paid by instalments. Tax on non-control unlisted shares can also qualify for instalments even without Business Relief, in narrower circumstances — undue hardship, or where the holding is a large-enough proportion of the company's share capital.

Where instalments apply, use IHT400 box 66 instead of box 65 for the value.

This is the section every pre-2026 guide gets wrong, because it describes the OLD uncapped 100% relief. For deaths on or after 6 April 2026, the calculation has an extra step.

HM Revenue & Customs (HMRC) · IHT412
Section 4

When Business Relief is refused outright

Two situations lose Business Relief entirely, regardless of how long the shares were held or what they're worth — check both before claiming any relief on a holding.

Shares under a binding contract for sale

If, at the date of death, the deceased had already entered a binding contract to sell the shares, Business Relief is refused — the asset the estate holds is treated as a right to the sale proceeds, not a business interest, and that right doesn't qualify.

The one exception is a sale made to reconstruct or amalgamate the company, which is treated differently.

Shares traded on a recognised FOREIGN stock exchange

Even shares that would otherwise look 'unlisted' by UK standards get no Business Relief if they're actually traded on a recognised foreign exchange — HMRC treats that trading as equivalent to being listed.

Check the company's real trading venues (its own investor-relations page is usually the fastest route) rather than assuming a UK-unlisted company is automatically relief-eligible.

Special rules for shares given away before death

Business Relief on a lifetime gift of shares (rather than shares still held at death) only survives if the recipient still owns the same, or replacement qualifying, property at the earlier of the death or their own death, and it still qualifies at that point.

A company that has stopped trading, or converted its business, between the gift and the death can lose relief that looked secure when the gift was made.

Two situations lose Business Relief entirely, regardless of how long the shares were held or what they're worth — check both before claiming any relief on a holding.

HM Revenue & Customs (HMRC) · IHT412

Many people file IHT412 themselves — that is what this walkthrough is for. If the estate behind it has stopped being simple — inheritance tax to pay, a trust, foreign assets, a dispute — Signum, Valoren’s own specialist desk, can take it on, and we say so plainly: it starts with a free intake, and if you do not need us, we will tell you. Prefer an independent adviser? STEP and the Chartered Institute of Taxation both keep public member directories, and neither pays Valoren a referral fee.

FAQ

IHT412 questions, answered.

Any share not traded on a market HMRC treats as 'listed' for Inheritance Tax purposes — which is a narrower list than most people expect.

Private limited company shares, Business Expansion Scheme and Business Start-up Scheme holdings, and shares traded only on markets outside HMRC's recognised list (including AIM) all count as unlisted and belong on IHT412, not IHT411.

GOV.UK publishes the list of markets HMRC treats as 'listed' — check the company's actual trading market against it rather than assuming.
A control holding is a shareholding that, under IHTA 1984 s.269, gave the deceased the voting power to carry a majority of votes on all questions affecting the company as a whole — broadly, more than 50% of the voting shares, taking related property (shares held by a spouse or in certain trusts) into account.

Control changes the picture in two ways: it can apply even to LISTED shares (a controlling stake in a public company still goes on IHT412, not IHT411), and the totals for control holdings feed into different IHT400 boxes (67 and 93) with their own instalment-payment rules, separate from non-control unlisted holdings (boxes 65/66 and 92).
Business Relief requires the deceased to have owned the shares for at least 2 continuous years immediately before death (IHTA 1984 s.106).

If shares were inherited from a spouse or civil partner who also held them, or replaced other qualifying business property, the earlier period of ownership can usually count towards the 2 years — the IHT400 Notes set out the replacement-property and spousal-succession rules in detail, and this is worth checking before assuming a recently-acquired holding fails the test.
Before 6 April 2026, qualifying unquoted trading-company shares generally got 100% Business Relief with no cap. From that date, 100% relief is limited to the first £2.5 million of combined qualifying business AND agricultural property — shared across both reliefs, and shared with qualifying lifetime gifts made on or after 30 October 2024 and within the 7 years before death, and with certain trust property. Value above the £2.5 million combined allowance gets 50% relief instead of 100%.

Separately, shares on a market that isn't 'listed' for HMRC purposes — AIM is the main example — now qualify for 50% relief only, with no share of the £2.5 million 100% allowance at all. An unused allowance from a predeceased spouse or civil partner can transfer to the estate, claimed within 4 years of the survivor's death (or 6 months of the personal representatives starting their role, if later).
Two situations block it outright. First, shares under a binding contract for sale at the date of death — because a binding contract turns the asset into a right to sale proceeds rather than a business interest — unless the sale was made to reconstruct or amalgamate the company.

Second, shares traded on a recognised FOREIGN stock exchange are treated as listed for this purpose and get no Business Relief at all, even if they would not appear on HMRC's UK 'listed' list. Check the company's actual trading venues, not just its country of incorporation.
It depends which box the holding sits in. Non-control unlisted/traded-unlisted holdings (boxes 1–2 on IHT412): the value goes to IHT400 box 65, or box 66 instead if you're electing to pay that portion of tax by instalments; the dividend/interest column goes to box 64; Business Relief claimed goes to box 92.

Control holdings, whether unlisted or listed (boxes 3–5 on IHT412): the value goes to IHT400 box 67, dividends still to box 64, and Business Relief to box 93. Getting a holding into the wrong box on IHT412 miscarries these totals on the main account, not just this schedule.
Sometimes. The special rules for lifetime gifts of business property apply only if the recipient still owns the same property (or replacement qualifying property) at the death — or at the recipient's own earlier death — and it still qualifies for relief at that date.

The IHT400 Notes set these rules out in detail — if the estate is claiming Business Relief on a gift made in the 7 years before death rather than on shares still held at death, it's worth reading that section carefully or taking advice, since a change in the underlying business between the gift and the death can lose the relief.

Library

Free guides behind this form

These free institutional briefs cover the records and context that make this form easier — what to gather before you start.

All guides are available free from the Valoren library — no account required.

The monthly note

Keep this walkthrough — and get the monthly note.

Leave your email and we'll send you a link to this guide, plus the Valoren monthly note: one practical household-records briefing, one law or form update, and one worked example each month.

You can unsubscribe with one click.

Valoren is a trading name of Standard Index Group — in formation.
We never sell your data. We never spam. The unsubscribe link is in every email.

Where this fits

IHT412 is one form. The file behind it is the rest.

The hard part of IHT412 is rarely the arithmetic — it's knowing exactly what the deceased held, since when, and whether the company changed shape in the meantime.

The Business Interests & Directorships record holds the Companies House references and shareholding detail; the Financial Accounts record holds the acquisition dates; the Legal Instruments record is where a shareholders' agreement or binding sale contract — the one thing that can knock Business Relief out entirely — should already be filed.

When you're ready — not before — our £179 Executor's First Hour walks you through registering the death, notifying banks and pensions, and getting probate started, in the right order. The free checklist above covers the essentials; this is for when you'd rather have a hand to hold. Executor's First Hour — £179

HM Revenue & Customs (HMRC)39 fieldsNo separate fee — supplementary schedule filed with IHT40045 minutes (with the shareholding already listed in the vault) with Valoren
The return this attaches to

This is one schedule. It attaches to the IHT400 — the main Inheritance Tax account — which is where every schedule you complete comes together.

Next: IHT400
Part of a working library79form walkthroughs90+free guidesevery calculator & checker