Business Restructuring UK —
The Right Structure for Where You’re Going
Strategic business restructuring for UK companies — holding company formation, group structures, demergers, share reorganisations, EMI option schemes, Employee Ownership Trusts and HMRC clearances. We structure your business for growth, investment, succession and tax efficiency. ACCA qualified.
Business Restructuring — Structure Your Business for the Next Chapter
The right company structure protects your assets, facilitates tax-efficient profit extraction, enables employee ownership, maximises tax relief on exit and makes your business more attractive to investors and acquirers. Getting the structure right before you need it — before investment, before acquisition, before succession — is far cheaper and less disruptive than restructuring under pressure.
Holding company structures sit above your trading company — allowing dividends to flow up free of Corporation Tax (Substantial Shareholdings Exemption), enabling group VAT registration, allowing loss surrender between group members and creating a clean ownership structure for investor or acquirer due diligence. The optimal time to introduce a holding company is when the business is young and the company’s value is relatively low — minimising stamp duty on the share exchange.
Demergers — separating a single company into two or more distinct entities — are required when business partners want to go separate ways, when a business wants to separate trading from investment property, or when a business is being sold in part. A properly structured statutory demerger (under CTA 2010) or capital reduction demerger is tax-neutral — no CGT, no SDLT, no stamp duty on the reorganisation. We obtain HMRC clearance before every demerger.”),
Employee Ownership Trusts (EOTs) allow business owners to sell their company to a trust for the benefit of employees — with complete CGT exemption on the sale proceeds and income tax exemption on £3,600/employee bonuses annually. The EOT model provides a succession solution, significant tax saving and dramatically improves employee engagement. We advise on EOT feasibility, structure, HMRC clearances and full implementation.
✅ What’s Included
- ✓ Holding company structure advice
- ✓ Share exchange — no disposal for CGT
- ✓ Group VAT registration
- ✓ Group loss relief structure
- ✓ Demerger analysis (statutory/capital reduction)
- ✓ Demerger implementation
- ✓ EMI option scheme design
- ✓ HMRC EMI valuation agreement
- ✓ Growth share scheme
- ✓ Employee Ownership Trust planning
- ✓ EOT HMRC clearances
- ✓ HMRC advance clearance — all restructurings
Our Process — Clear, Structured & Results-Focused
Which Businesses Benefit Most From This Service?
Growth-Stage Businesses Pre-Investment
Investors expect a clean holding company structure. Restructuring before investment is simpler, cheaper and less disruptive than restructuring afterwards — and often a condition of investment.
Mixed Trading & Investment Businesses
Companies with both trading and investment property need separation — protecting investment assets from trading creditors and ensuring BADR eligibility for the trading company.
Businesses Incentivising Key Employees
EMI options and growth shares retain key employees, align incentives and create a path to employee ownership — all without immediate dilution of the founder’s economic interest.
Business Owners Planning Succession
Owner-managers planning transition to family, management or employees need specialist advice to ensure succession is tax-efficient, commercially clean and operationally sustainable.
4 Costly Mistakes — And How We Prevent Them
The optimal time to introduce a holding company is when business value is low — minimising stamp duty on the share exchange and maximising the future value that accrues to the holdco. Restructuring when the business is worth £5m+ is significantly more expensive and complex. We advise every growing business on holding company timing.
EMI options must be granted at a value agreed with HMRC’s Shares and Assets Valuation team. Without HMRC agreement, the option gain may be reclassified as employment income — taxed at up to 45% rather than CGT at 10%. We obtain HMRC valuation agreement before every EMI grant.
A demerger without HMRC advance clearance risks being challenged as a taxable distribution or disposal — resulting in unexpected CGT and SDLT charges. We always obtain HMRC clearance before implementing any demerger.
EOT tax benefits require the trust to acquire a controlling interest — and the seller must genuinely cease to be in control. Planning an EOT 12-18 months before the intended sale date allows time for employee consultation, trustee appointment, independent valuation and HMRC clearance — without the time pressure of a forced sale.
Business Restructuring — Your Questions Answered
A holding company above your trading company provides: asset protection (cash, investments and IP held at holdco level are insulated from trading liabilities), tax-efficient dividend flow (intra-group dividends are typically exempt from Corporation Tax), group loss relief (losses in one group company can be offset against profits in another), Substantial Shareholdings Exemption (0% Corporation Tax on qualifying share sales between group companies) and a cleaner structure for investor or acquirer due diligence.
EMI (Enterprise Management Incentives) allow companies to grant share options worth up to £250,000 per employee (£3m total). Options can be granted at current market value agreed with HMRC. The future increase from grant to sale is CGT at 10% (with BADR) — not income tax at up to 45%. Qualifying companies: trading (not mainly investment), gross assets below £30m, fewer than 250 employees, not listed. Qualifying employees: working 25+ hours/week or 75%+ of working time.
An EOT is a trust that acquires a controlling interest (more than 50%) in a trading company for the benefit of all employees. The selling shareholders receive full market value and pay zero CGT. Post-sale, the company can pay all employees annual bonuses of up to £3,600 free of income tax. The EOT model provides a succession solution, eliminates CGT for the seller and creates significant employee engagement and retention benefits.
A demerger separates a single company into two or more entities. Common approaches: statutory demerger under CTA 2010 (for separating a trade) or capital reduction demerger (more flexible, used when statutory demerger conditions aren’t met). When structured correctly and HMRC clearance is obtained, demergers are tax-neutral — no CGT, no SDLT, no stamp duty on the reorganisation. We advise on the correct demerger route and obtain HMRC clearance before implementation.
Advance clearance is strongly recommended for: share-for-share exchanges (TCGA s135/s138), statutory demergers (CTA 2010), capital reduction demergers, EMI valuations (HMRC SAV) and non-statutory clearances for transactions with anti-avoidance risk. Clearance provides certainty that HMRC won’t challenge the transaction. We manage all clearance applications — typically receiving HMRC responses within 30 working days.
Fixed Fees — Agreed Upfront, No Surprises
Every fee fixed and agreed before we start. Book a free consultation for your exact quote.
Complete Your Business Package
Business Restructuring — Build the Right Structure
Book a free consultation. We’ll review your current structure and objectives — recommending the most tax-efficient structure for where you’re heading, with HMRC clearance where needed.