You want a holding company
The aim may be to separate surplus cash, acquire another business or hold multiple trading subsidiaries.
Business owners · Restructuring
Restructure for a commercial reason, with every tax and legal step aligned.
A holding company, group or separation of activities can support growth and risk management, but relief is never automatic. We test the purpose, map each transaction and coordinate the evidence, clearances and filings needed for implementation.
- FCCA & CTA expertise
- Experience at BDO & KPMG
- Responses in hours, not days
- Fees agreed upfront
Expert perspective
Structure should follow strategy.
A restructure can separate risk, create a holding company, prepare one division for sale, admit investment or simplify succession. The tax analysis begins by identifying that commercial objective and testing whether the proposed structure genuinely achieves it.
Different steps may have different tax treatments. Exchanging shares, transferring a trade, moving property, assigning contracts and changing financing cannot be treated as one generic reorganisation. Relief conditions, market-value rules, stamp taxes and VAT need to be examined transaction by transaction.
UA Tax produces a step plan that connects the tax work to company law, banking, contracts and accounting. We work with your solicitor and other advisers so documents are executed in the right order and the final structure matches the advice.
When this matters
Recognise the point at which advice adds value
The best result usually comes from reviewing the position before documents are signed, money moves or a filing deadline becomes urgent.
Activities carry different risks
Property, intellectual property or separate trades may need commercial separation without losing sight of tax cost.
A sale or investment is planned
One business line needs to be isolated, or an investor requires a clean perimeter and understandable ownership.
Ownership will change
Founders, family or management will hold different interests and the current company cannot accommodate the plan cleanly.
The technical review
The areas we bring into one review
Good advice connects the tax analysis to the records, legal steps, cash position and longer-term objective.
Commercial purpose
Why the change is needed, what it achieves and whether a simpler route could meet the same objective.
Share transactions
Share-for-share exchanges, new classes, capital reorganisations, valuations and potential HMRC clearance applications.
Trade and asset transfers
Corporation tax, chargeable gains, capital allowances, losses, goodwill and the legal ownership of each asset.
Stamp taxes and VAT
Stamp duty or SDLT on relevant transfers, VAT grouping, transfer-of-going-concern analysis and registration effects.
Contracts and finance
Lender consent, guarantees, property charges, licences, customer agreements and how consideration will be funded or recorded.
Implementation evidence
Board and shareholder approvals, legal documents, accounting entries, elections, returns and Companies House steps.
What changes the answer
Tax-neutral treatment is a conclusion, not an assumption.
The answer turns on precise facts, statutory conditions and an implementation sequence that reflects the advice.
- 01Is there a credible commercial purpose and does the proposed structure actually deliver it?
- 02Which assets, liabilities, contracts and employees must move, and which must remain where they are?
- 03Can each relief condition be evidenced at the time of the relevant transaction?
- 04What consents, clearances, valuations, elections and filings are needed before and after completion?
How UA Tax works
A clear route from question to implementation
You will know what we need, what we will deliver and which decisions remain yours.
Define the decision
We clarify what you need to achieve, the deadline and the commercial constraints before considering tax treatments.
Establish the facts
We review the records, ownership, prior filings and relevant transactions so the advice starts from reliable information.
Compare the routes
You receive a clear explanation of the viable options, their tax effects, practical risks and implementation sequence.
Implement and document
Once scope and fees are agreed, we coordinate the filings, elections, clearances and other advisers needed to complete the work.
Questions worth asking
Frequently asked questions
Can a restructure be completed without triggering tax?
Sometimes, where the facts satisfy specific reliefs and the implementation follows their conditions. There is no general exemption for reorganising a business, so each tax and each step must be reviewed.
Do we need HMRC clearance?
Certain share exchanges and reconstructions can be the subject of statutory clearance applications. A clearance addresses specified anti-avoidance provisions based on disclosed facts; it is not approval of every tax consequence.
When does a holding company make sense?
It may help with acquisitions, risk separation, reinvestment or ownership planning. It also adds compliance, banking and governance, so the commercial benefits should justify the structure.
Will contracts and bank facilities transfer automatically?
Usually not. Legal review, counterparty consent, refinancing or new security may be needed. Those steps can affect both timing and tax implementation.
Can property be moved into another group company tax-free?
Group reliefs may apply in some circumstances, but SDLT, anti-avoidance rules, financing and future degrouping consequences require specific review. Never assume an intra-group transfer is costless.
Who prepares the legal documents?
A solicitor normally prepares the company and transfer documentation. UA Tax sets out the tax conditions and sequence, reviews documents from a tax perspective and handles agreed clearances and filings.
Continue exploring
Related advice
Bring the decision into focus before you act.
Start with a short initial call, or book a focused consultation if you already have a specific transaction or technical question to resolve.