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 L&B from a trading company, so that the former can be owned privately.

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, following the recent major reform
  • Capital gains
    • Group structures
    • De-grouping charges
    • Planning opportunities
  • Substantial shareholder exemption
    • Why it is so important
    • The major reform in F(No.2)A 2017
  • Corporate transactions
    • Sale of company
    • Transfer of trade
      • To third parties
      • Within a group
      • Capital allowances issues
    • Hive-downs and hive-ups
  • Demergers
    • Statutory demergers
    • Insolvent demergers
    • Capital reduction demergers
  • The problems when using share buy-backs in succession planning
  • Key personal tax areas for shareholders, including protecting entrepreneurs’ relief
  • Practical issues, including
    • ‘Transactions in securities’ anti-avoidance rules
    • Obtaining clearances
    • Warranties and indemnities

All relevant matters from the March 2021 Budget and FA 2021 will be covered.

The above content relates to 2021 events only.

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