Group Reconstructions - Tax Implications

Group companies can be involved in many types of transaction, from a (relatively) straightforward sale of a company to a third party, through to more complex deals such as hive-downs/hive-ups and demergers.  

Getting the important tax consequences of these deals correct hinges on a good understanding of the corporation tax rules involving groups. These rules will be covered thoroughly, particularly where they have undergone major reform in the recent past.  

The course will include practical examples, such as merging two trades into one company or demerging a business into two separately owned companies. 

Although emphasising the corporation tax areas, the course will also cover relevant personal tax points for shareholders, along with practical issues, such as obtaining clearance on anti-avoidance legislation from HMRC.  

 The topics covered will include:  

• Company losses  

• The key points from the F(No.2)A 2017 major reform  
• Group relief  
• Group structures  
• Planning  

• Capital gains  

• Group structures  
• De-grouping charges  
• Planning opportunities  
• Substantial shareholder exemption  

• The key rules and why the relief is so important  

• Sale of company  
• Transfer of trade  

• To third parties  

• Within a group  
• Capital allowances issues  

• Hive-downs and hive-ups  
• Demergers  

• Statutory and insolvent demergers (overview only)  
• Capital reduction demergers, including a case study  

• The problems when using share buy-backs in succession planning, including a case study  
• Practical issues, including  

• ‘Transactions in securities’ anti-avoidance rules  
• Obtaining clearances  
• Warranties and indemnities  

• Key personal tax areas for shareholders, including protecting business asset disposal relief  

All relevant matters from FA 2024 will be covered.  

The content for online courses predating 2024 may vary.