A tax‑driven reorganisation or merger involves changing a company or group structure to meet commercial objectives in a tax‑efficient way. This type of corporate restructuring is often undertaken alongside a wider transaction or strategic change, such as a sale, an investment, or a succession plan.
We advise a broad range of clients on this work, including owner‑managed businesses, family groups, private companies, corporate groups and investment‑backed businesses. Our clients are typically looking to simplify their structure, separate activities, prepare for a transaction or ensure their group is set up appropriately for future growth.
Projects of this nature invariably involve both legal and tax considerations. While our role focuses on the legal structure and implementation, we work closely with clients’ accountants and tax advisers, including our own tax team at Birketts, to ensure the proposed solution aligns with the intended tax treatment and commercial objectives.
Our experience covers both standalone group reorganisations and complex, multi-step projects delivered as part of a wider transaction, always with a focus on achieving a clear, workable outcome for the business.
When corporate restructuring may be appropriate
Corporate restructuring is often considered when a business is entering a period of change, or where its existing structure no longer reflects how it operates or or as part of the estate planning of shareholders.
Clients commonly seek advice in advance of a significant event, such as a sale, investment, or exit, where the structure of the business can materially impact transaction execution, value, and risk. Reorganising a company or group at an early stage can help ensure the business is presented clearly to buyers or investors and reduce issues arising later in the transaction process.
Other common situations include:
- post‑acquisition restructuring to streamline governance, align ownership of assets and activities, and simplify the overall group structure
- simplifying complex or historic group structures that have evolved over time
- separating business lines, assets or activities for commercial, risk‑management or shareholder reasons
- shareholder or succession planning, particularly for owner‑managed or family businesses
- creating a new holding company or merging groups of companies to support future growth and operational efficiency.
In many cases, businesses are not seeking a fundamental change to operations but a practical way to restructure a group so that it better supports their commercial objectives and longer-term plans. Where tax considerations are relevant, early advice can be key to ensuring that any proposed changes are implemented in a tax-efficient and legally robust way.
Types of reorganisations and mergers we advise on
We advise on a wide range of tax‑driven reorganisations and corporate restructuring projects, helping clients reshape their business or group structure to support commercial objectives, transactions and long‑term planning.
- Group and simplification reorganisations, including amalgamating assets, reducing the size of a group or bringing multiple groups together to lower cost and administrative burdens.
- Pre‑sale and pre‑investment intra‑group reorganisations, helping businesses separate assets, streamline structures and present a clear transaction perimeter to buyers or investors.
- Demergers via capital reduction, where businesses or shareholder interests need to be separated for strategic, succession or transaction‑driven reasons.
- Mergers via capital reduction, utilised when a share exchange is not viable to alter the shareholders of a company or group in a tax-efficient way.
- Share reorganisations, undertaken to amend share rights, simplify capital structures or align shareholder interests.
- Intra‑group transfers, repositioning assets, businesses or ownership within a group to support wider restructuring objectives.
- Holding company insertions, share exchanges are often used to facilitate future transactions, investment or succession planning.
- Ring‑fencing and business continuity restructurings, designed to protect key assets, manage risk and support operational resilience.
In every case, our focus is on delivering a restructuring that is commercial, workable and aligned with the intended tax outcome.
Our approach
We support clients through every stage of a reorganisation project, from initial planning with either intermediaries or our tax team, through to implementation.
Our approach is built around:
- early involvement to identify structural issues and practical constraints before decisions are finalised
- collaborative working with accountants and tax advisers to ensure alignment between legal implementation and tax planning, working closely with our private client team
- pragmatic, commercial advice, focused on what will work in practice and delivering the required outcome to our clients
- minimising disruption to the day‑to‑day operation of the business
- clear project management, which can be particularly beneficial when dealing with multi‑step or time‑sensitive reorganisation.
Whether the project involves a group simplification or a more complex tax‑efficient restructuring, we focus on delivering a clear structure that supports the client’s wider commercial objectives.
Our experience
Capital reduction demerger
We advised clients based in Essex on the capital reduction demerger of a company from a wider corporate group to facilitate that Company’s sale to an independent third party. This entailed completing the restructure within tight timescales due to changes in legislation, whist dealing with the requirements of our client, the ultimate buyer and the funder. We worked closely with third party advisors to deliver a clear and commercially workable outcome that aligned with the client’s transaction timetable.
Merger via capital reduction
We advised on the merger of two previously separate corporate groups by way of a capital reduction, undertaken to create a single, streamlined group structure. The reorganisation was implemented to align business interests and improve administrative efficiency, in circumstances where a share‑for‑share exchange was not viable for tax reasons. Key considerations included structuring the merger to achieve the intended consolidation without triggering adverse tax consequences and managing the necessary shareholder and creditor processes. The result was a simplified group structure that supported the client’s long‑term commercial objectives while reducing ongoing administrative complexity.
Intra-group asset transfers
We advised on the transfer of assets between multiple group companies as part of a wider reorganisation to consolidate the number of entities within the group and simplify ongoing administration. The exercise involved intra-group distributions (both cash and in-specie), asset transfers, including the transfer and registration of certain intellectual property rights, and gaining funder consent to the transfer of assets and liabilities. The resulting structure was simpler to manage and better aligned with the client’s day‑to‑day business operations. The Birketts team were praised for providing technical advice in a simple and easy to understand manner.
Family Investment Companies and Inheritance Tax planning
We advised a Norfolk based family-owned business on its reorganisation under section 136 TCGA 1992. The reorganisation involved a share capital reduction of one of the shareholders’ shareholdings in the Company via the solvency statement procedure and the subsequent issue of shares to a new corporate entity (a family investment company) thus enabling investments to be held by the Family Investment Company, rather than by the original shareholder personally. The firm worked alongside tax advisers to implement the reorganisation in a timely manner. The Birketts team were praised for being “very patient” and as having “explained matters … very clearly throughout”.
Birketts is a very well-oiled machine and a heavy hitter.
Chambers [UK 2026]
