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Our Group Transfers Service

Our specialist corporate solicitors can assist you and your business with the full range of intra-group reorganisations, including transfers and demergers.

An intra-group reorganisation is usually the transfer of assets within a group of companies to reorganise the group's structure and business practices.

An intra group reorganisation can also apply to the transfer of a company's shares within a group.

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Why Carry Out a Group Reorganisation?

Businesses carry out intra-group reorganisations for several reasons, including:

  • To boost administrative, operational or economic efficiencies (for example, centralising business support functions, such as accounts, public relations and human resources or creating greater economies of scale through combining the purchasing power of the group in relation to suppliers, stock and for raw materials);
  • As a precursor to an acquisition or sale of a company or business (for example, the target wishes to sell part but not all of its business, or it wishes to amalgamate its business to provide a greater opportunity for a potential purchaser);
  • After the acquisition of a company or business (for example, the business and assets may be hived up, down or across into another existing operating group company, or land or intellectual property may be transferred to another group company and leased back to the operating company); or
  • To secure tax advantages and create a more tax-efficient group structure (for example, rearranging cash flows, transferring property and assets, amalgamating subsidiaries or creating new companies).

Why Carry Out a Group Reorganisation

Taxation

When selling shares or assets in the course of a reorganisation, there are many taxes that may arise or may need to be considered:

  • Stamp duty chargeable on shares, other marketable securities and certain transactions involving partnerships;
  • SDLT chargeable on the transfer of property;
  • In respect of an asset sale, VAT unless the assets that are the subject of the transfer are exempt. However, no VAT is chargeable where it can be shown that business assets are transferred as a going concern (TOGC) within the meaning of Article 5 of the VAT (Special Provisions) Order 1995);
  • Other taxes such as corporation / capital gains taxes (if relevant).

It is important to understand the relevant tax consequences of any reorganisation.

There are also various reliefs and exemptions that may apply to certain taxes and arrangements.

Our corporate lawyers can refer you to tax specialists with whom we regularly work to advise on taxes, reliefs, and exemptions.

We can also liaise with them to seek statutory and non-statutory clearances from HMRC for reorganisations.

Taxation

Implementation

Intra group transactions are often implemented and documented less formally than arm's length transactions.

For corporate governance reasons, however, it is advisable to follow proper processes (for example, seeking consent from third parties where required, satisfying bank requirements and complying with TUPE) and properly document reorganisations.

This will especially be helpful when sharing such information with HMRC if they request to see the relevant documentation.

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Our Approach to Intra Group Transfers and Reorganisation

Our specialist solicitors have a wealth of experience in intra-group transfers and reorganisations.

Our team of corporate lawyers provide clear and cost-effective legal advice to make sure you reach the best outcome.  

Examples of our work and the transactions we have recently advised on include:

  • Reorganisation of share capital for a leading private fertility clinic (along with the introduction of new management shareholders) and a major refinancing and fundraising exercise to establish and fit out a custom-made fertility clinic.
  • Restructuring and refinancing of a range of fruit-based soft drinks to major retailers, including the sale of a majority of the share capital of the company to a large German drinks manufacturer/distributor.
  • Share reorganisation of a PLC (involving groups of family members and employees), taking account of succession and tax planning.
  • Advising on various reorganisations in various sectors including a major national recruitment company, a cross-border media business, a property investment business, a kitchen manufacturing business, various estate agencies and an education charity.

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Why Work With Our Corporate Lawyers?

  • We have been ranked as a Top Tier law firm by the Legal 500 for the last seven years.
  • You will receive city-quality corporate law advice at regional prices.
  • Price transparency - we provide our clients with an estimate at the outset of any piece of work with ongoing updates throughout the matter.
  • Our 5 Corporate Partner led service ensures you receive the very best legal advice and commercially minded support.
  • We have a large team with experience across a diverse variety of sectors, focused on achieving your objectives and hitting your deadlines.
  • We are a full-service law firm operating from a one-site office, which means our teams communicate effectively and efficiently and our Corporate Lawyers can draw on support from other specialist lawyers such as property and employment lawyers.
  • Our Corporate Solicitors use the latest technology to ensure that we are working as efficiently as possible and that geographical distance is no bar to us from providing you excellent client service.
  • We were the winners of ‘Corporate Team of the Year 2021’ at the Manchester Legal Awards.
  • Take a look at the Myerson Promise for further benefits of working with us here.

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Intra Group Transfer Case Study

Our lawyers advised selling shareholders on a share sale transaction in which, prior to the sale of shares, a pre-completion reorganisation was required to transfer property out of the target group to a newly formed company owned by the sellers.

The reorganisation was completed in various steps and required HMRC clearance.

The matter involved:

  • a reorganisation of share capital of the target group;
  • the insertion of a new holding company by way of a share exchange;
  • a tripartite agreement whereby the holding company reduced its share capital, the group company holding the property procured the property was transferred to the new company and the new company issued shares to the sellers.

The property was subsequently leased back to the target group.

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Intra Group Transfer and Reorganisation FAQs

What is an intra-group transfer?

An intra-group transfer can encompass various scenarios, typically involving one entity within a group transferring one or multiple assets to another entity within the same group.

These assets typically hold significant value.

What is intra-group reorganisation?

An intra-group reorganisation involves transferring shares in a target company from one group member to another.

It may also involve transferring the business, its assets, or even a specific division either within the group or to a newly formed company within the same group.

What is the purpose of intra-group transactions?

The purpose of intra-group transactions is typically to facilitate various aspects of business operations within a corporate group structure.

Intra-group transactions serve several purposes, including:

  1. Efficiency: Intra-group transactions can streamline operations by centralising resources, reducing duplication of efforts, and optimising shared assets and services.
  2. Risk Management: They can help manage risks by allowing for the pooling of resources and spreading risks across multiple entities within the group, not just the parent company.
  3. Tax Planning: Intra-group transactions may be used for tax planning purposes, such as optimising tax liabilities, utilising tax incentives, or transferring losses or profits within the group tax-efficiently.
  4. Capital Allocation: They enable efficient capital allocation within the group, allowing resources to be directed where they are most needed or where they can generate the highest return.
  5. Financial Reporting: Intra-group transactions can simplify financial reporting by consolidating the financial statements of the group entities, providing a clearer picture of the group's overall financial position and performance.
  6. Strategic Objectives: They can support strategic objectives such as restructuring, expanding into new markets, or consolidating operations.

Overall, intra-group transactions are crucial in facilitating the efficient functioning and management of corporate groups, helping to optimise resources, manage risks, and achieve strategic goals.

Meet Our Specialists

Home-grown or recruited from national, regional or City firms. Our specialists are experts in their fields and respected by their peers.

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Mohammed Akeel Latif

Akeel is a Partner and Head of the Corporate Team

Carla Murray v2

Carla Murray

Carla is a Partner and Head of our Commercial Team

Scott S

Scott Sands

Scott is a Partner in our Corporate Team

Andrew Brown v2

Andrew Brown

Andrew is a Partner in our Corporate and Commercial Teams

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Chris Moss

Chris is a Partner in our Corporate and Commercial Teams

Terry

Terry Moore

Terry is a Partner in our Corporate Team

Ryan

Ryan Fletcher

Ryan is a Senior Associate in our Corporate Team

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Olivia Sturgess

Olivia is an Associate in our Corporate Team

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Simon Nolan

Simon is an Associate in our Corporate Team

Freddie Timmins

Frederick Timmins

Freddie is a Solicitor in our Corporate Team

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Luke Wilkins

Luke is an Associate in our Corporate Team

Caoimhe Leece v2

Caoimhe Leece

Caoimhe is a Solicitor in our Corporate Team

Contact Our Experts

You can contact our lawyers below if you have any more questions or want more information:

0161 941 4000