Can I reorganise my group to separate property from my trading business?

Yes. Separating a property portfolio from a trading company can ring-fence risk, facilitate a future sale and in some cases provide tax planning benefits. We advise on the best legal method working alongside your tax adviser.

What is the difference between a statutory and a non-statutory demerger?

A statutory demerger is carried out under the Income Tax Act 2007 and allows assets to be transferred without triggering a distribution for tax purposes, provided certain conditions are met. A non-statutory demerger is typically structured via a capital reduction. The right approach depends on your structure and tax position.

Does Ansons only advise businesses in the West Midlands?

Our offices are in Cannock, Lichfield and Sutton Coldfield and we primarily serve businesses across the West Midlands and Staffordshire, including Dudley, Tamworth, Walsall and Birmingham. We do act for clients beyond the region where they have an existing relationship with the firm.

Group Reorganisations, Mergers & Demergers Solicitors | Ansons Law

Corporate restructuring handled properly, with fewer complications.

Getting your group structure right is one of the most important things you can do as a business owner. Whether you are reorganising ahead of a sale, merging two businesses or separating divisions that no longer belong together, the legal steps involved need to be carried out carefully and in the right order.

At Ansons, we advise SMEs, directors and shareholders across the West Midlands and Staffordshire on all aspects of corporate restructuring. We work alongside your accountants and tax advisers so the legal and commercial elements stay joined up throughout.

Preparing a group for investment or sale
Separating property assets from a trading business
Resolving shareholder disputes through a structured split
Simplifying an overcomplicated group structure

What we can help with

Our corporate team provides specialist support at every stage of restructuring or reorganising a business.

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Creating new holding company structures and inserting parent companies

Intra-group business and asset transfers, including property and intellectual property

Share-for-share exchanges and share reclassifications

Capital reduction demergers to separate trading and investment assets

Statutory and non-statutory demergers

Mergers between companies or businesses, including pre-sale consolidation

Shareholder and board approvals, resolutions and solvency statements

HMRC clearance applications to manage stamp duty, CGT and income tax exposure

Companies House filings and post-restructuring compliance

What is a group reorganisation, and why does it matter?

A group reorganisation is the process of changing how a collection of companies is structured. This might mean inserting a new holding company, transferring assets or businesses between group members, dissolving dormant entities, or creating separate subsidiaries for different parts of the business.

Businesses reorganise for many reasons. You might be preparing for investment, separating assets before a sale, ring-fencing valuable property or intellectual property, or simply tidying up a structure that has grown in an unplanned way over the years.

The process involves a series of legal steps that must be carried out in a specific order, including share exchanges, business transfers, capital reductions and Companies House filings. Getting those steps right is critical to producing a clean, robust outcome that holds up to scrutiny from buyers, investors or HMRC.

What is a demerger, and when should you consider one?

A demerger is the process of splitting a company or group into two or more separate, independently owned businesses. It is used more often than people might expect, particularly by owner-managed businesses across the West Midlands and Staffordshire.

Common reasons to demerge include separating a property portfolio from a trading business, allowing shareholders to take independent ownership of different parts of the group, resolving a shareholder dispute, or preparing one division for sale while retaining another.

There are several methods available under UK company law, including direct demergers, indirect demergers and capital reduction demergers. Each has different legal, tax and procedural requirements. The right method depends on your shareholder structure, the assets involved and the tax position of the business. Taking advice at the outset avoids costly mistakes and makes sure the end result is exactly what you intended.

Why specialist support helps

The right structure from the start

We identify the correct legal method before any work begins, so you are not unpicking decisions that were not properly thought through.

Fewer surprises in due diligence

Thorough documentation and correct sequencing means that when buyers or investors look under the bonnet, everything is in order.

Stronger coordination with your advisers

We work directly alongside your accountants and tax advisers so the legal and tax elements are aligned throughout, not handled separately.

Better preparation for future transactions

Whether your next step is a sale, a funding round or bringing in a new partner, a well-structured group makes every future transaction cleaner and faster.

A smoother completion

We manage every agreement, resolution, filing and correspondence so nothing slips through the gaps and the process keeps moving.

The right team on your side

Our corporate solicitors advise businesses across Dudley, Cannock, Lichfield, Sutton Coldfield and the wider West Midlands. We know the local business community and work with SMEs of all shapes and sizes.

Group reorganisation and demerger FAQs

Starting out can feel daunting, but the process is more straightforward with the right advice. T

hese FAQs cover some of the common questions we hear from directors, shareholders and business owners. If you would rather speak to someone directly, give our team a call or enquire online.

How long does a group reorganisation or demerger typically take?

It depends on the complexity of the structure and whether HMRC clearance is required. A straightforward reorganisation can often be completed in six to ten weeks. A more complex demerger involving multiple entities, property or a clearance application will usually take three to six months. We will give you a realistic timeline at the start.

Do I need HMRC clearance before proceeding?

Not always, but in many cases it is strongly advisable. Clearance applications provide certainty that the transaction will not trigger unexpected stamp duty, capital gains tax or income tax liabilities. We assess whether clearance is needed as part of our initial advice and manage the application for you where it is required.

Will my employees be affected by a reorganisation or demerger?

Possibly. If employees are transferring to a new entity as part of the restructure, TUPE regulations may apply, which means there are specific obligations around consultation and continuity of employment. We factor employment law considerations into our advice from the outset.