Selling the shares will probably be less costly tax wise than the company selling the assets will be as the second option means that there is are extra layers of tax to get through before the cash reaches the shareholder. With the first option, there is only CGT to pay. With the second option, there will be CT and either income tax or CGT to pay.
COMPANY SELLS ASSETS
Unless the company sells the fixtures and fittings for more than it cost, there will be no capital gain but there may be a balancing charge if capital allowances were claimed. Of course, the balancing charges would increase the profit chargeable to corporation tax. Stock is normally accounted for at book value.
The company paid £60,000 for the business and will receive £85,000 by selling the goodwill so it will make a profit or gain of £25,000. Corporation Tax on that at 20% will be £5,000. Indexation relief to counter inflation would only be available to increase the £60,000 cost of the goodwill and thereby to reduce the corporation tax charge mentioned above if it (the goodwill) was bought or created before 6 April 2002. If indexation relief isn't available, then the gain will be treated as trading income as opposed to a capital gain and the CT liability will be £5,000.
If the post corporation tax profit is distributed as a dividend, it will need to be grossed up at 10% so, for example, a £900 cash dividend equates to £1,000 gross. Higher rate tax for a 40% taxpayer on £1,000 would be £225 (£1,000 x 32.5% dividend rate - 10% tax credit). I would need to know what the actual post CT distributable profit would be in order to calculate the higher rate income tax liability or the CGT liability.
As there is likely be more than £25,000 to distribute, a formal liquidation will need to take place to faciliate a claim for entrepreneurs' relief and a CGT rate of 10% on the deemed gain.
SHAREHOLDER SELLS SHARES
The business was sold to the company for £60,000 and in exchange 1 share worth £1 was issued and a cash payment of £59,999 was made, albeit that cash was effectively loaned to the company by the shareholder as the company had no cash. To the extent that the sale price was settled in shares, that part of the gain applicable to the share would have been deferred automatically under the incorporation relief rules. Where cash is involved, there is always a Capital Gains Tax issue. The deferred gain was £1.
If the shares are sold for £80,000, the shareholder will make a gain of £79,999 (£80,000 - £1) The first £11,100 of the gain will be exempt and the balance of £68,899 will be charged to CGT at 10% assuming the criteria for entrepreneurs' relief are met, giving rise to a CGT liability of £6,889.90.
I hope this helps but let me know if you have any further questions.