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Changing your group structures

Reorganisations are frequently undertaken by corporate groups in the United Kingdom. They can range from simple asset transfers to fundamental alterations of a group's capital, tax and business structures and so their scope and complexity varies. This eBook looks at the decision to reorganise and the challenges and issues it presents.

ICSA Solutions

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Changing your group structures

Gareth Miles | Paul Mudie | Nilufer von Bismarck
ICSA Publishing Ltd, 2014

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1. The decision to reorganise: preliminary and structuring issues

Chapter 1 explores the reasons which can underpin a group's decision to reorganise. It looks at structuring issues and covers preliminary planning and due diligence which are critical for any reorganisation.

2. Tax issues to consider as part of a reorganisation

Chapter 2 looks at tax considerations which can be key in reorganisations. It focuses on intra-group reorganisations involving UK tax resident companies.

3. Altering the group's capital structure and making distributions

Chapter 3 looks at why a group would look to alter its capital structure and at methods of transferring funds.

4. Transactions at an undervalue: consideration and pricing issues

Intra-group transfers are often made below market value and Chapter 4 looks at the legal issues this can give rise to.

5.Transferring assets: third-party consents

Chapter 5 looks at when third-party consents need to be obtained and at the issues associated with the consent process.

Practical tools and other customisable content

This publication includes the following customisable content:

This guide is intended to provide a summary overview of certain important aspects of intra-group reorganisations. The information contained in this guide is not intended to be used, and must not be used, as legal or taxation advice.

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All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form, or by any means, electronic, mechanical, photocopying, recording or otherwise, without prior permission, in writing, from the publisher. This publication is a general guide and is correct at the time of writing.


The publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not intended to provide legal advice and should not be treated as a substitute for legal advice. Legal advice should always be sought before taking action based on the information provided. The authors bear no responsibility for errors and omissions.

The Institute of Chartered Accountants in England and Wales (as distributor) disclaims all liability for any errors or omissions.