Tax Issues in Corporate Restructuring

Hiving down the target trade

• Tax reliefs available on a transfer of trade within a group
• Protecting losses when transferring the target trade into a “clean” Newco
• Capital gains implications
  • including the use of the Substantial Shareholding Exemption
• Intangible fixed asset implications, including:
  • FA 2019 changes to
    • tax amortization of goodwill
    • de-grouping charges
  • Stamp Duty Land Tax implications
  • Key cases and problem areas
  • Case study to Understand corporate restructuring tax implications

Demergers

• Statutory demergers, liquidation demergers and capital reduction demergers
  • Circumstances when each is appropriate
  • Capital gains implications
  • Stamp duty implications
  • Clearance procedures and problem areas
  • Case study on a restructuring capital reduction demerger

Share buy-backs

• Using the purchase of own shares rules to buy out shareholders
• Conditions to obtain CGT (Capital Gains Tax) treatment
• Problem areas and cases
• Why a buy-out is often preferable in corporate succession planning

Our corporate restructuring course is delivered by a Chartered Accountant who qualified with PwC in 1988, spending his last 18 months there in the Corporate Tax department.

In 1989 he joined a leading financial training company as a tax tutor, teaching final-level candidates for the ICAEW and ACCA examinations. Since 1992, he has been self-employed as a Professional Tutor and Training Consultant, specialising in tax update courses for accountants, lawyers and investment managers.

He has been teaching in the financial services industry since 1994. Although he concentrates on the professional development market these days, he is very experienced in teaching stock brokers, fund managers and financial advisors for their various regulatory examinations.

As a result, he is a tax specialist with (unusually) a very rounded knowledge of financial services products and markets. In 2012 this led to him undertaking Gapfill courses for the CISI.

He is a regular contributor to Taxation magazine and speaks at regional conferences of the ICAEW and CIOT.

By the end of the tax corporate restructuring course, delegates will: 

• Understand the reasons why hive-downs, demergers and share buy-backs are undertaken.
• Be aware of the potential tax problems that can apply in such corporate reconstructions if they are not properly structured.
• Know the main conditions that are needed for various reliefs to apply, such as:
• Substantial Shareholding Exemption
• Exempt demerger relief
• Business Asset Disposal Relief (BADR)
• Be aware of the main anti-avoidance legislation that can apply and of the importance of obtaining clearance before transactions are carried out.

• Our Trainer is a Chartered Accountant with 30 years of experience in tax training.
• This tax corporate restructuring course covers both personal and corporate tax issues.
• There are many numerical examples to aid understanding of potential tax exposure.
• There are several short restructuring case studies to emphasise both practical problems and corporate tax planning that can save tax.

This tax corporate restructuring course introduces delegates to the corporate restructuring strategies that can be used when a trade needs to be transferred out of a company, for example:

• In preparation for a business tax issues sale (either to the corporate tax management or to third parties).
• Following the acquisition of the company, where the trade is to be merged with an existing trade within the group.

Other reasons for reconstruction or demerger include:

• Resolving a dispute between shareholders wishing to go their separate ways.
• Protecting a group’s trading company corporation tax status.
• Facilitating succession planning.
• Bringing real estate currently held within corporate restructuring companies into the personal ownership of the shareholders.

Tax corporate restructuring training will also look at share buy-backs, which can be used to buy out a retiring or dissentient shareholder.

Although emphasising the corporation tax areas, the tax corporate restructuring course will also cover:

• Relevant personal tax points for shareholders (e.g. BADR).
• Practical issues, such as obtaining clearance on anti-avoidance legislation from HMRC.

All relevant matters from the Finance Act 2022 will be covered.